McBride, et al. v. Vision Twenty-One, et al. 99-CV-00138-Notice Of

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McBride, et al. v. Vision Twenty-One, et al. 99-CV-00138-Notice Of Powered By Docstoc
					                                    UNITED STATES DISTRICT COURT
                                     MIDDLE DISTRICT OF FLORIDA
                                           TAMPA DIVISION


TAD McBRIDE, et. al,

                                 Plaintiffs,

                v.                                             Case No. 99-138-CIV-T-25F

VISION TWENTY-ONE, INC., THEODORE
GILLETTE, and RICHARD T. WELCH,

                                 Defendants.



            NOTICE OF HEARING ON PROPOSED SETTLEMENT AND ATTORNEYS’ FEE
                   PETITION AND RIGHT TO SHARE IN SETTLEMENT FUND

TO:     ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED THE COMMON
        STOCK OF VISION TWENTY-ONE, INC. (“VISION 21”) FROM DECEMBER 5,
        1997 THROUGH NOVEMBER 5, 1998, INCLUSIVE (THE “CLASS PERIOD”), AND
        WERE DAMAGED THEREBY.
        PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS
        WILL BE AFFECTED BY PROCEEDINGS IN THIS ACTION. IF YOU ARE A CLASS
        MEMBER, YOU ULTIMATELY MAY BE ENTITLED TO RECEIVE BENEFITS PUR-
        SUANT TO THE PROPOSED SETTLEMENT DESCRIBED HEREIN.
        CLAIMS DEADLINE: CLAIMANTS MUST SUBMIT PROOFS OF CLAIM, ON THE FORM
        ACCOMPANYING THIS NOTICE, POSTMARKED ON OR BEFORE JUNE 23, 2003.
        SECURITIES BROKERS AND OTHER NOMINEES: PLEASE SEE INSTRUCTIONS IN
        PARAGRAPH 50 OF THIS NOTICE.


                        SUMMARY OF SETTLEMENT AND RELATED MATTERS
A. Purpose of this Notice
    1. This Notice is given pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the Court
dated February 14, 2003. The purpose of this Notice is to inform you that this Action and the proposed Settlement
will affect all Class Members’ rights. This Notice describes rights you may have under the proposed Settlement
and what steps you may take in relation to this Action. This Notice is not an expression of any opinion by the
Court as to the merits of any claims or any defenses asserted by any party in this Action, or the fairness or ade-
quacy of the proposed Settlement.

B. Statement of Plaintiffs’ Recovery
     2. Pursuant to the Settlement described herein, a Settlement Fund consisting of $2,500,000 in cash, will be
established. Plaintiffs estimate that there were approximately 8 million shares of Vision 21 common stock which
may have been damaged as a result of the alleged wrongdoing described below and suffered a market loss (includ-
ing shares provided in acquisitions by Vision 21) and traded in the Class Period and which suffered a market loss.
Plaintiffs estimate that the average recovery per damaged share of Vision 21 common stock under the Settlement
is $0.31 per damaged share before deduction of court-awarded attorneys’ fees and expenses and before adding
interest accrued on the Settlement Fund.
     3. Under the relevant securities laws, a claimant’s recoverable damages are limited to the losses attributable
to the alleged fraud. Losses which resulted from factors other than the alleged fraud are not compensable from the
Settlement Fund. For purposes of the Settlement herein, a Class Member’s distribution from the Net Settlement
Fund will be governed by the proposed Plan of Allocation described below in ¶¶ 33 through 37, or such other Plan
of Allocation as may be approved by the Court.
    4. A detailed explanation of how each Class Member’s claim will be calculated is set forth in the Plaintiffs’
proposed Plan of Allocation of this Notice.

C. Statement of Potential Outcome of Case
    5. The parties disagreed on both liability and damages and do not agree on the average amount of damages
per share that would be recoverable if Plaintiffs were to have prevailed on each claim alleged. The issues on which
the parties disagree include: (a) the appropriate economic model for determining the amount by which Vision 21’s
common stock was allegedly artificially inflated (if at all) during the Class Period; (b) whether, and by how much,
the trading price of Vision 21’s common stock was allegedly artificially inflated during the Class Period; (c) the
effect of various market forces influencing the trading price of Vision 21’s common stock at various times during
the Class Period; (d) the extent to which external factors, such as general market and industry conditions, influ-
enced the trading price of Vision 21’s common stock at various times during the Class Period; (e) the extent to
which the various matters that Plaintiffs alleged were materially false or misleading influenced (if at all) the trad-
ing price of Vision 21’s common stock at various times during the Class Period; (f) whether any statements made
were materially false or misleading; (g) the extent to which the various allegedly adverse material facts that
Plaintiffs alleged were omitted influenced (if at all) the trading price of Vision 21’s common stock at various times
during the Class Period; (h) the extent to which the alleged materially false and misleading statements related to
any decline in the price of Vision 21 common stock; and (i) whether the statements made or facts allegedly omit-
ted were material or otherwise actionable under the federal securities laws.
    6. Plaintiffs’ Counsel consider that there was a substantial risk that Plaintiffs and the Class might not have
prevailed on all or any their claims and that there were risks that the decline in the price of Vision 21’s common
stock could be attributed, in whole or in part, to other factors. Therefore, Plaintiffs could have recovered nothing
or substantially less than this amount.
     7. Defendants Vision 21, Theodore Gillette and Richard T. Welch (the “Defendants”) deny that they are liable
to the Plaintiffs or the Class and deny that Plaintiffs or the Class have suffered any damages.

D. Statement of Attorneys’ Fees and Costs Sought
     8. Plaintiffs’ Counsel intend to apply for fees of up to 25% of the Settlement Fund, and for reimbursement of
expenses incurred in connection with the prosecution of this Action in the approximate amount of $365,000. If the
full amount is awarded by the Court, the fees and expenses would amount to an average of $.12 per damaged
share. Plaintiffs’ Counsel have expended considerable time and effort in the prosecution of this litigation on a con-
tingent fee basis, and have advanced the expenses of the litigation, in the expectation that if they were successful
in obtaining a recovery for the Class they would be paid from such recovery. In this type of litigation it is cus-
tomary for counsel to be awarded a percentage of the common fund recovery as their attorneys’ fees.

E. Further Information
    9. Further information regarding the Action and this Notice may be obtained by contacting Plaintiffs’ Lead
Counsel: Melissa R. Emert, Esq., Stull, Stull & Brody, Six East 45th Street, Suite 500, New York, New York 10017,
Telephone (212) 687-7230 or Patrick V. Dahlstrom, Esq., Pomerantz Haudek Block Grossman & Gross LLP,
One North LaSalle Street, Chicago, IL 60602, Telephone (312) 377-1181.

F. Plaintiffs’ Reasons for the Settlement
    10. Plaintiffs’ principal reason for the Settlement is the benefit to be provided to the Class now. This benefit
must be compared to the risk that no recovery might be achieved in view of Plaintiffs’ beliefs about the Company’s
financial condition, the possibility that Plaintiffs and the Class might not have prevailed on their claims after a
contested trial and likely appeals, possibly years into the future. In addition, there is a possibility that the jury
would believe that the decline in the price of Vision 21’s stock could be attributed, in whole or in part, to other

                                                          2
factors. Therefore, Plaintiffs could have recovered nothing or substantially less than the agreed upon amount. If
the action were to proceed to trial, there would be a large number of witnesses testifying as to complicated busi-
ness operations. A number of potential witnesses are no longer with the Company. In addition, the issues regard-
ing damages would require extensive use of expert witness testimony.

                              NOTICE OF SETTLEMENT FAIRNESS HEARING
     11. NOTICE IS HEREBY GIVEN, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order
of the United States District Court for the Middle District of Florida, Tampa Division (the “Court”) dated February 14,
2003, that a hearing will be held before the Honorable James D. Whittemore, United States Courthouse, 801 N.
Florida Avenue, Courtroom 13B, Tampa, Florida 33602, at 9:00 a.m., on May 23, 2003 (the “Fairness Hearing”)
to determine whether a proposed settlement (the “Settlement”) of the above-captioned action (the “Action”) as set
forth in the Stipulation of Settlement dated February 14, 2003 (the “Stipulation”), is fair, reasonable and adequate
and to consider the proposed Plan of Allocation for the Settlement proceeds and the application of Plaintiffs’
Counsel for attorneys’ fees and reimbursement of expenses.
     12. The Court, by Order dated March 19, 2002 has certified a Plaintiff Class consisting of: all persons who
purchased or otherwise acquired the common stock of Vision Twenty-One, Inc. (“Vision 21” or the “Company”)
between December 5, 1997 and November 5, 1998, (the “Class Period”), inclusive and were damaged thereby.
Excluded from the Class are the Defendants, members of the immediate family of each of the Individual Defen-
dants, any subsidiary or affiliate of Vision 21 and the directors, officers and employees of Vision 21 or its sub-
sidiaries or affiliates, or any entity in which any excluded person has controlling interest, and the legal represen-
tatives, heirs, successors and assigns of any excluded person.

                                    BACKGROUND OF THE LITIGATION
     13. Plaintiffs assert claims on behalf of Class Members against Vision 21 and the other Defendants for viola-
tions of the federal securities laws, specifically section 10(b) of the 1934 Exchange Act and Rule 10b-5 promul-
gated thereunder, which prohibit certain fraudulent and material misrepresentations in the sale or purchase of a
security. Plaintiffs allege that Vision 21 issued a series of materially false and misleading statements regarding the
Company’s financial and operational health in an attempt to inflate the price of Vision 21’s common stock and
allow the Company to pursue a growth strategy through acquisitions which Vision 21 was unable to successfully
integrate because it did not have the proper accounting systems in place. During the Class Period, Vision 21’s com-
mon stock traded as high as $11.75 per share. In the days following Vision 21’s November 5, 1998 announcement,
that the Company was unable to integrate and would have to make adjustments to its financials, the price of Vision
21 stock plunged to $3.75 per share, approximately 69% from its high during the Class Period.
    14. In addition, the Complaint alleges that the Individual Defendants sold portions of their personal holdings
of Vision 21 common stock at prices artificially inflated by Defendants’ materially false and misleading misstate-
ments and omissions.
    15. The Complaint further alleges that Plaintiffs and other Class Members purchased the common stock of
Vision 21 during the Class Period at artificially inflated prices as a result of the Defendants’ dissemination of false
and misleading statements regarding the company’s financial results in violation of Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder.
    16. Defendants made a motion on October 15, 1999 to dismiss Plaintiffs’ Amended and Consolidated Class
Action Complaint, which was subsequently denied in part, and granted in part by the Court on August 18, 2000.

                                   BACKGROUND TO THE SETTLEMENT
     17. The Defendants (as defined below) have denied all averments of wrongdoing or liability in the Action and
all other accusations of wrongdoing or violations of law. The Stipulation is not and shall not be construed or deemed
to be evidence or an admission or a concession on the part of any of the Defendants of any fault or liability or
damages whatsoever, and Defendants do not concede any infirmity in the defenses which they have asserted or
intended to assert in the Action.

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     18. Prior to entering into the Settlement, Plaintiffs’ Counsel have conducted an extensive investigation relat-
ing to Plaintiffs’ claims and the underlying events and transactions alleged in the Complaint and, in connection
therewith, have engaged and consulted experts and have conducted discovery including, among other things,
inspection, review and analysis of thousands of documents produced by the Defendants and third parties; reviewed
and analyzed Vision 21’s public filings, annual reports and other public statements, as well as public reports by
securities analysts; conducted depositions of each of the named Defendants and of current and former officers and
employees of Vision 21 and of the outside auditors; conducted interviews with numerous former employees; and
conducted an independent investigation relating to the events and transactions underlying Plaintiffs’ claims. In
determining to settle the Action, they have evaluated the extensive pre-trial investigation and discovery taken in
the Action, including consultations with experts in accounting and have taken into account the substantial expense
and length of time necessary to prosecute the Action through trial, post-trial motions, and likely appeals, taking
into consideration the significant uncertainties in predicting the outcome of this complex litigation. Counsel for
Plaintiffs believe that the Settlement described herein confers very substantial benefits upon the Class. Based upon
their consideration of all of these factors, Plaintiffs and their Counsel have concluded that it is in the best interest
of Plaintiffs and the Class to settle the Action on the terms described herein.
    19. All of the parties have now agreed to settle all aspects of the Action, subject to approval of the Court.
     20. Plaintiffs recognized the uncertainty and the risk of the outcome of any litigation, especially complex lit-
igation such as this, and the difficulties and risks inherent in the trial of such an action. Plaintiffs desired to
settle the claims of the Class against Defendants on the terms and conditions described herein which provide sub-
stantial benefits to the Class. Plaintiffs’ Counsel deem such Settlement to be fair, reasonable and adequate, and in
the best interests of the members of the Class.
     21. The Defendants, while continuing to deny all allegations of wrongdoing or liability whatsoever, desired
to settle and terminate all existing or potential claims against them, without in any way acknowledging any fault
or liability, in part because of the expense, distraction and inherent uncertainty of the litigation process.
     22. The amount of damages, if any, that Plaintiffs could prove was also a matter of serious dispute, and the
Settlement’s use of a Recognized Loss formula for distributing the Settlement proceeds does not constitute a find-
ing, admission or concession that provable damages could be measured by the Recognized Loss formula. No deter-
mination has been made by the Court as to liability or the amount, if any, of damages suffered by the Class, nor
on the proper measure of any such damages. The determination of damages, like the determination of liability, is
a complicated and uncertain process, typically involving conflicting expert opinions. During the course of the
Action, Defendants, in addition to denying any liability, disputed that Plaintiffs and the Class were damaged by
any wrongful conduct on Defendants’ parts. The Settlement herein is providing an immediate and substantial cash
benefit and avoids the risks that liability or damages might not have been proven at trial.
   23. THE COURT HAS NOT DETERMINED THE MERITS OF THE PLAINTIFFS’ CLAIMS OR THE
DEFENSES THERETO. THIS NOTICE DOES NOT IMPLY THAT THERE HAS BEEN OR WOULD BE ANY
FINDING OF VIOLATION OF THE LAW OR THAT RECOVERY COULD BE HAD IN ANY AMOUNT IF
THE ACTION WERE NOT SETTLED.

                                        TERMS OF THE SETTLEMENT
     24. In full and complete settlement of the claims which have or could have been asserted in this Action, and
subject to the terms and conditions of the Settlement Agreement, within ten (10) days of the Court’s preliminary
approval of the Settlement, Defendants and/or their insurance carriers will pay into an escrow account, with Stull,
Stull, & Brody and Pomerantz Haudek Block Grossman & Gross LLP as Co-Escrow Agents on behalf of Plaintiffs
and the Class, the sum of $100,000. That amount has now been paid. Within three (3) business days of the Payment
Date (as defined in the Stipulation of Settlement), Defendants and their insurance carriers will pay into the escrow
account, on behalf of Plaintiffs and the Class, the sum of $2,400,000. The above payments shall constitute the
Settlement Payment. The Settlement Payment plus interest earned, accrued or paid thereon shall be the Settlement Fund.
   25. Pursuant to the Settlement, on the Effective Date all Class Members shall release all Settled Claims against
Defendants, and shall forever be enjoined from prosecuting each and every Settled Claim against the Released Parties.



                                                           4
     26. “Released Defendants” means Defendants and any of Defendants’ present and former partners, members,
principals, officers, directors, employees, agents, attorneys, shareholders, insurers, reinsurers, auditors, accoun-
tants, underwriters, investment bankers, advisors, affiliates, associates, past, present or future parents, subsidiaries,
joint venturers or affiliates, and each of their successors, assigns, representatives, heirs, executors and administrators.
    27. “Released Plaintiffs” means each Plaintiff and all Class Members, along with any and all of their heirs,
executors, administrators, affiliates, successors and assigns, partners, consultants, advisors, agents, employees, offi-
cers, directors, accountants, attorneys and any entity controlled thereby.
    28. “Released Parties” means the Released Defendants and the Released Plaintiffs, collectively.
    29. “Settled Claims” shall collectively mean all claims, demands, rights, liabilities and causes of action of
every nature and description whatsoever asserted or that might have been asserted by any member of the Class
against the Released Parties.
    30. If the Settlement is approved by the Court, all claims which have or could have been asserted in the Action
will be dismissed on the merits and with prejudice as to all Class Members, and all Class Members shall be for-
ever barred from prosecuting any claim relating to the subject matter of this Action as more fully explained below.
    31. The Settlement will become effective at such time as the date by which all of the conditions of ¶ A.7. in the
Stipulation of Settlement have been met and Defendants and/or their insurance carriers shall have caused to be timely
transferred the $2,400,000 balance of the Settlement Payment as required in ¶ B.1 in the Stipulation of Settlement.

          PLAN OF ALLOCATION OF SETTLEMENT PROCEEDS AMONG CLASS MEMBERS
    32. The $2,500,000 Settlement Payment plus interest earned, accrued or paid thereon shall be the Settlement
Fund (as defined in the Stipulation of Settlement). The Settlement Fund, less all taxes, approved costs, fees and
expenses shall be distributed to members of the Class who submit acceptable Proofs of Claim (“Authorized
Claimants”). The Claims Administrator shall determine each Authorized Claimant’s pro rata share of the Net
Settlement Fund based upon each Authorized Claimant’s “Recognized Loss” calculated as set forth below.
    33. (a) With respect to shares of Vision 21 common stock purchased or acquired and held during the period
between December 5, 1997 and November 5, 1998, inclusive, Recognized Loss shall mean the difference between
the per-share amount paid to purchase or acquire Vision 21 common stock (including commissions and other
charges) and $5.00 per share, the closing price of Vision 21 common stock on November 6, 1998, the day after
the end of the Class Period.1
        (b) With respect to shares of Vision 21 common stock purchased or acquired during the period from
December 5, 1997 through November 5, 1998 and sold on or before November 5, 1998, Recognized Loss shall
mean the difference between the per-share amount paid to purchase or acquire Vision 21 common stock (includ-
ing commissions and other charges) and the per-share amount (net of commissions and other charges) for which
such shares were sold on or before November 5, 1998.
    34. The following is applicable to Proofs of Claim and Release forms filed in this action:
         (a) FIFO: In processing claims, the first-in, first-out basis (“FIFO”) will be applied to purchases, acqui-
sitions and sales.
        (b) Profits and Losses: All profits will be subtracted from all losses to determine the net Recognized Loss
of each Authorized Claimant.
         (c) Short Sales: The date of covering a “short sale” is deemed to be the date of purchase of Vision 21
common stock. The date of a “short sale” is deemed to be the date of sale of Vision 21 common stock. Shares
originally sold short prior to the Class Period shall carry a Recognized Loss of zero.
        (d) Purchase or Acquisition/Sale Dates: The date of a purchase, acquisition or sale of Vision 21 common
stock (securities) is the “trade” or acquisition date, and not the “settlement” date.

1
     Shares acquired by way of merger or sale of business will be considered purchases of such shares on the date of such acquisi-
tions at the closing price in the open market of Vision 21 common stock on that date.


                                                                5
         (e) De Minimis: No payment will be made on any claims where the potential distribution amount is $5.00
or less, but the Authorized Claimant will otherwise be bound by the final judgment entered by the Court.
        (f) Options: Exercises of option contracts will be considered purchases or sales of common stock. The
option premiums should be incorporated into the purchase/sale price of the shares of common stock.
         (g) Electronic Filing: Any claim submitted that contains more than 70 transactions must be filed elec-
tronically on (a) a 31⁄2" diskette; (b) a CD-ROM; or (c) ZIP media. The data must be provided in a spreadsheet
(MS Excel 4.0) or in ASCII fixed length field text files. For complete filing instructions, please refer to
www.berdonllp.com/claims and click on “Electronic Filing.”
         (h) Supporting Documentation: You must attach copies of documentation supporting the trading activity
listed below in order for your claim to be valid. Use one of the following: brokerage confirmation slips, monthly
statements, or similar documents. If such documents are not available, you may submit a written statement on the
letterhead of, and certified under oath by, your broker or portfolio manager through whom the trading of said secu-
rities was effectuated. The documentation must confirm the date of purchase, acquisition or sale, the quantity pur-
chased, acquired or sold, and the purchase, or acquisition and sale price, as well as your ownership at the close of
trading on December 4, 1997 and November 5, 1998.
     35. Each Authorized Claimant shall be allocated a pro rata share of the Settlement Fund based on his, her or
its Recognized Loss as compared to the total Recognized Loss of all Authorized Claimants.
     36. Class Members who do not submit an acceptable Proof of Claim and Release form will not share in the
settlement proceeds. All Class Members will be bound by the Settlement and the Final Judgment of Dismissal with
prejudice by the Court dismissing this Action and releasing the Settled Claims as against the Released Parties,
whether or not they share in the Settlement proceeds.
     37. After the Claims Administrator has made reasonable and diligent efforts to have Class Members, who are
entitled to participate in the distribution of the Settlement Fund, cash their distribution checks, any balance remain-
ing in the Settlement Fund one (1) year after the initial distribution by reason of uncashed checks or otherwise,
shall be re-distributed to Class Members who have cashed their checks. If, after six months after such re-distri-
bution any funds shall remain in the Settlement Fund, such balance shall be contributed to non-sectarian, not-for-
profit, 501(c)(3) organization(s) designated by Plaintiffs’ Lead Counsel and not affiliated with Plaintiffs’ Counsel.

                                     THE RIGHTS OF CLASS MEMBERS
    38. The Court has certified this Action to proceed as a class action. If you purchased or otherwise acquired
common stock of Vision 21 during the period from December 5, 1997 through November 5, 1998 and do not fall
within the categories of persons automatically excluded, then you are a Class Member.
    39. If you are a member of the Class you may share in the proceeds of the Settlement, provided that you sub-
mit an acceptable Proof of Claim and Release form and have a Recognized Loss. Class Members are represented
by the Plaintiffs and their counsel, unless you enter an appearance through counsel of your own choice at your
own expense.

                         SUBMISSION AND PROCESSING OF PROOFS OF CLAIM
   40. IN ORDER TO BE ELIGIBLE TO RECEIVE ANY DISTRIBUTION FROM THE SETTLEMENT
FUND, YOU MUST COMPLETE AND SIGN THE ACCOMPANYING PROOF OF CLAIM AND RELEASE
FORM AND SEND IT BY FIRST-CLASS MAIL POSTMARKED ON OR BEFORE JUNE 23, 2003,
ADDRESSED TO:

                                                Claims Administrator
                                           Vision 21 Securities Litigation
                                                   c/o Berdon LLP
                                                    P.O. Box 9014
                                           Jericho, New York 11753-8914


                                                          6
   41. IF YOU DO NOT SUBMIT A PROPER PROOF OF CLAIM AND RELEASE FORM, YOU WILL NOT
BE ENTITLED TO ANY SHARE OF THE SETTLEMENT FUND.
   42. IF YOU ARE A CLASS MEMBER, YOU WILL BE BOUND BY THE SETTLEMENT AND THE FINAL
JUDGMENT OF DISMISSAL WITH PREJUDICE BY THE COURT DISMISSING THIS ACTION, EVEN IF
YOU DO NOT SUBMIT A PROOF OF CLAIM AND RELEASE FORM.
    43. All Proof of Claim and Release forms must be submitted by the date specified in this Notice unless such
period is extended by Order of the Court.
   44. Each Claimant shall be deemed to have submitted to the personal jurisdiction of the United States District
Court for the Middle District of Florida, Tampa Division with respect to his, her or its claim.

                                              FAIRNESS HEARING
     45. At the Fairness Hearing, the Court will determine whether to finally approve this Settlement and dismiss
the Action and the claims of the Class Members. The Court will also determine whether the Plan of Allocation
for the Settlement proceeds is fair and reasonable. The Fairness Hearing may be adjourned from time to time by
the Court without further written notice to the Class. If the Settlement is approved, the Court will also consider
the application of Plaintiffs’ Counsel for attorneys’ fees and reimbursement of expenses.
    46. At the Fairness Hearing, any Class Member may appear in person or by counsel and be heard to the extent
allowed by the Court in opposition to the fairness, reasonableness and adequacy of the Settlement, the Plan of
Allocation, or the application for an award of attorneys’ fees and reimbursement of expenses. However, in no event
shall any person be heard in opposition to the Settlement, the Plan of Allocation, or Plaintiffs’ Counsel’s applica-
tion for attorneys’ fees and expenses, and in no event shall any paper or brief submitted by any such person be
accepted or considered by the Court, unless, on or before fourteen (14) days prior to the Fairness Hearing, such
person (a) files with the Clerk of the Court notice of such person’s intention to appear, showing proof of such per-
son’s membership in the Class, and providing a statement that indicates the basis for such opposition, along with
any documentation in support of such objection, and (b) simultaneously serves copies of such notice, proof, state-
ment and documentation, together with copies of any other papers or briefs such person files with the Court, in
person or by mail upon:

        Jules Brody, Esq.                                         Patrick V. Dahlstrom, Esq.
        Melissa R. Emert, Esq.                                    Leigh R. Handelman, Esq.
        STULL, STULL & BRODY                                      POMERANTZ HAUDEK BLOCK
        Six East 45th Street                                      GROSSMAN & GROSS LLP
        New York, NY 10017                                        One North LaSalle Street, Suite 2225
                                                                  Chicago, Illinois 60602

                                           Plaintiffs’ Co-Lead Counsel


        C. Philip Campbell, Jr., Esq.                             Henry P. Wasserstein, Esq.
        SHUMAKER, LOOP &                                          James W. Brown, Esq.
        KENDRICK LLP                                              SKADDEN, ARPS, SLATE,
        101 East Kennedy Boulevard                                MEAGHER & FLOM LLP
        Suite 2800                                                Four Times Square
        Tampa, Florida 33602                                      New York, New York 10036-6522

                                               Defendants’ Counsel




                                                         7
                                 ATTORNEYS’ FEES AND DISBURSEMENTS
     47. At the Fairness Hearing or at such other time as the Court may direct, Plaintiffs’ Counsel intend to apply
to the Court for an award of attorneys’ fees from the Settlement Fund in an amount not greater than 25% of the
Settlement Fund and for reimbursement of their expenses up to a maximum amount of $365,000, plus interest at
the same rate as earned by the Settlement Fund. Plaintiffs’ Counsel, without further notice to the Class, will sub-
sequently apply to the Court for fees and expenses incurred to be paid from the Settlement Fund in connection
with administering and distributing the Settlement proceeds to the members of the Class.

                                           FURTHER INFORMATION
     48. For a more detailed statement of the matters involved in this Action, reference is made to the pleadings,
to the Stipulation, to the Orders entered by the Court and to the other papers filed in the Action, which may be
inspected at the Office of the Clerk of the United States District Court, Middle District of Florida, Tampa Division,
United States Courthouse, 801 N. Florida Avenue, Tampa, FL 33602, during regular business hours.
  49. ALL INQUIRIES BY CLASS MEMBERS CONCERNING THIS NOTICE OR THE PROOF OF CLAIM
AND RELEASE FORM SHOULD BE MADE TO THE CLAIMS ADMINISTRATOR AS INDICATED BELOW.

                SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES
     50. If you purchased or otherwise acquired the common stock of Vision 21 during the period from December 5,
1997 through November 5, 1998, inclusive, for any beneficial owner, then, within ten (10) days of your receipt
of this Notice and Proof of Claim and Release (the “Notice”), the Court has directed that you must either (a) pro-
vide the Claims Administrator with the names and last-known addresses of such beneficial owners, preferably on
computer-generated mailing labels or, electronically, in MS Word or WordPerfect files (label size Avery
# 5162), or in an MS Excel data table setting forth (a) title/registration, (b) street address, (c) city/state/zip;
or (b) send copies of the Notice directly to all beneficial owners of the securities referred to herein by first-class
mail and provide the Claims Administrator with written confirmation of having done so. Additional copies of the
Notice may be requested at no charge by contacting:

                                               Claims Administrator
                                          Vision 21 Securities Litigation
                                                  c/o Berdon LLP
                                                   P.O. Box 9014
                                             Jericho, NY 11753-8914
                                           Telephone: (800) 766-3330
                                               Fax: (516) 931-0810
                                        Website: www.berdonllp.com/claims


    You are entitled to the reimbursement of any reasonable expenses actually incurred in connection with the
research of records and (a) the generating of labels or electronic media or (b) the mailing of this Notice, upon sub-
mission to the Claims Administrator of a written request, together with appropriate supporting documentation.



Dated: Tampa, Florida
       February 26, 2003                                                                     By Order of the Court




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