Fraser Stryker Meusey Olson Boyer & Bloch, P.C. Announces Class Action Lawsuit Against Clark Bros. Transfer, Inc.


OMAHA, Neb., Aug. 31, 2004 (PRIMEZONE) -- Fraser Stryker Meusey Olson Boyer & Bloch, P.C. announces that, on August 18, 2004, a class action lawsuit, Olsen et al. v. Clark et al., was filed in the United States District Court for the District of Nebraska against Clark Bros. Transfer, Inc., and certain of its former officers and directors on behalf of all individuals in the United States who are or were participants and beneficiaries of the Clark Bros. Transfer, Inc. Employee Stock Ownership Plan and Trust ("ESOP") from and after 2002, with the exception of named defendants James D. Clark, J. DeYonge, and Stuart Kutler. ("Class Period"). A copy of the complaint is available from the Court.

The Complaint alleges that during the Class Period, Defendants James D. Clark, Grant J. DeYonge and Clark Bros. Transfer, Inc. violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder by making a series of materially false and misleading statements and/or omitting to state material facts necessary to make the statements not misleading about Clark Bros.' business operations, future prospects and valuation in an effort to maintain artificially low prices for Clark Bros.' securities and to cause the former participants in the ESOP to sell their company stock to Clark Bros. at artificially low or deflated prices. Specifically the Defendants misrepresentations and/or omissions included the following:

a. Defendants causing the termination of the ESOP for the purpose of (i) acquiring sufficient ownership interest to allow for the sale of Clark Bros. without the knowledge or consent of the ESOP or the plan participants; and (ii) obtaining for their benefit the value of the shares of the Company Stock held by the ESOP upon the sale of the Company.

b. Defendant Clark failing to disclose to the ESOP plan participants that he either had or intended to enter into negotiations for the sale of Clark Bros.

c. Defendant Clark failing to disclose to Ameritas prior to completion of the 2003 Valuation that he either had or intended to enter into negotiations for the sale of Clark Bros.

d. Defendants providing misleading and incomplete information to the ESOP plan participants prior to their election to (i) sell or put their shares of Company Stock to Clark Bros. at the price set forth in the valuation prepared in 2003 (the "2003 Valuation") or (ii) hold their shares of Company Stock.

e. Defendants telling the ESOP plan participants that there would be no market for their shares of Company Stock after the expiration of the second put option when a market for their shares would have existed upon sale of the Company Stock.

f. Defendant Clark telling the ESOP plan participants that Clark Bros. currently was not for sale and that whether Clark Bros. ever would be sold was uncertain when Clark already had been approached about the sale of all of the Company Stock.

g. Defendants telling the ESOP plan participants that any decision to sell or retain the Company would be made by the Board of Directors and the Clark family as the controlling shareholders of Clark Bros. when any such sale would have required the approval of at least some of the ESOP plan participants.

h. Defendants causing the ESOP plan participants to sell their shares of Company Stock to Clark Bros. for less than adequate consideration.

i. Defendants failing to disclose that the purchase price of the shares did not represent the actual fair market value of the shares of Company Stock held by the ESOP as of December 31, 2002 or at the time the ESOP plan participants elected to put their shares of Company Stock.

j. Defendants failing to disclose to the ESOP plan participants the voting rights that they would have been able to exercise in connection with any merger of Clark Bros. or sale of substantially all of its assets.

k. Defendants failing to disclose that, prior the repurchase of stock by the Company, the ESOP plan participants had sufficient voting shares to prevent the merger or sale of substantially all of the assets of Clark Bros.

l. Defendants relying upon the 2003 Valuation when they knew or should have known that it did not reflect the true fair market value of the shares of Company Stock and without questioning the accuracy of the Valuation.

No class has yet been certified in the above action. Until a class is certified, you are not represented by counsel unless you retain one. To be a member of the class, you need not take any action at this time, and you may retain counsel of your choice. If you were a participant and beneficiary of the Clark Bros. Transfer, Inc. Employee Stock Ownership Plan and Trust from and after 2002, you may move the Court to serve as lead plaintiff for the Class no later than October 31, 2004. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation and meets certain legal requirements. Your ability to share in any recovery is not affected by the decision whether or not to serve as a lead plaintiff. The requirements for serving as a lead plaintiff are set forth in the Private Securities Litigation Reform Act of 1995 (15 U.S.C. Section 78u-4). If you want to discuss your legal rights, you may contact Fraser Stryker Meusey Olson Boyer & Bloch, P.C. at 500 Energy Plaza, 409 S. 17 Street, Omaha, Nebraska 68102, by email at mcoyle@fslf.com or rshiffermiller@fslf.com or by calling Michael F. Coyle or Roger Shiffermiller at 402-341-6000.



            

Contact Data