TH 0NST1TUTES f'- T~CE OF ENTRY AS RR EQUiI;LC BY FRS n, RULE 77(d).

Transcription

1 TH 0NSTTUTES f'- T~CE OF ENTRY AS RR EQUiI;LC BY FRS n, RULE (d). cc~ LIONEL Z. GLANCY, ESQ. # 0 PETER A. BINKOW, ESQ. # 0, GLANCY & BINKOW LLP Avenue of the Stars, S ENTERED BY DFP Los Angeles, California 0 ' clf- U.S. DjSTR j CT caurr Priority Phone: () 0- APR g 00 Sen d Fax : ()0- Enter pitri Closed CENTRAL DJST T OF CALIFORNIA I A torneys for Plaintiffsand t J-F...,... z [ ditio al Counsel on Signature Page] SS-!J0...^,... S can Only..., ( y J L g' UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION IN RE REAL ESTATE ASSOCIATES Case No. CV -0 DDP (AJWx) LIMITED PARTNERSHIP ) LITIGATION ) CLASS ACTION ) ) [PROPS B] ORDER AND FINAL JUDGMENT ) ) Hon. Dean D. Pregerson 0 [PROPOSED] ORDER AND FINAL JUDGMENT CASE NO. CV-0 DDP (AJWx) -- ORIGINAL

2 This Court hereby directs entry of this Final Judgment on April, 00 pursuant to Fed. R. Civ. P. on Counts I through VIII of the Corrected Second- Restated and Supplemental Complaint ("Complaint") Based on the Jury's verdict on Counts I and II, rendered on November, 00 and November, 00, pursuant to the Special Verdict Form entered on November 0, 00, the Court's orders and opinions on the parties' post-trial motions dated April, 00, and the Court having concluded trial on all Counts, this Court directs entry of this Final Judgment pursuant to Fed. R. Civ. P. as follows : () On Count I of the Complaint, as to the federal securities law claims under Section (a) of the Securities Exchange Act and Rule a- promulgated thereunder ("the Securities Claims"), Defendants Alan. Casden ("A. Casden"), Henry C. Casden ("H. Casden"), Bruce E. Nelson ("Nelson"), Charles H. Boxenbaum ("Boxenbaum"), and National Partnership Investments Corp., ("NAPICO") are found to have knowingly violated Section (a) of the Securities Exchange Act and Rule a- promulgated thereunder in connection with the Consent Solicitations sent in August to the certified Class of limited partners of Real Estate Associates Ltd. ("REAL I"), Real Estate Associates Limited II ("REAL II"), Real Estate Associates Limited III ("REAL III"), Real Estate Associates Limited IV ("REAL IV"), Real Estate Associates Limited V ("REAL V"), Real Estate Associates Limited VI ("REAL VI"), Real Estate Associates Limited VII ("REAL VII") and Housing Programs Ltd. ("HOUSING PROGRAMS"). Defendants A. Casden, H. Casden, Nelson, Boxenbaum, and 'OSEDI OR-DER AND FINAL JUDGMENT CASE NO CV - 0 DDP (AJWx ) --

3 is 0 NAPICO hereby have judgment entered against them, jointly and severally', and in favor of the certified Class of limited partners of REAL, REAL II, REAL, REAL IV, REAL V, REAL VI, REAL VII and HOUSING PROGRAMS, on Count I of the Complaint, for the amount of $,0,, plus prejudgment interest owing thereon for the amount of $,, 0, for a total judgment o f $,,, allocated as follows : Limited Amount of Partner Class Amount of Prejudgment Interest Members in : Damages : as of April,00 : Total : REAL I $, $, $,0, REAL II $,, $,0 $,, REAL III $,0, $,0 $,0,0 REAL IV $,, $, $,, REAL V $, $,00 $,0, REAL VI $,0, $,, $,,0 REAL VII $,, $, $,, HOUSING PROGRAMS $,,0 $, $,, TOTAL $,0, $,,0 $,, () On Count II of the Complaint, as to the breach of fiduciary duty claims, defendant National Partnership Investments Corp. ("NAPICO") is found I Based on the Jury's determination that each Defendant knowingly violated Section (a) of the Exchange Act and Rule a- promulgated thereunder, the Defendants' liability for this judgment on Count I is joint and several. It is noted for informational purposes only that the Jury made the following determinations of percentage of liability under Count I among the Defendants (A. Casden - % ; H. Casden - 0%; Nelson - %; Boxenbaum - %; and NAPICO - %). [ PROPOSED ] ORDER AND FINAL JUDO! CASE NO CV- DDP (AJWx) --

4 0 have breached its fiduciary duties owed to the certified Class of limited partners of REAL I, REAL II, REAL III, REAL IV, REAL V, REAL VI, REAL VII and HOUSING PROGRAMS, and is found, by clear and convincing evidence, to have acted with oppression, malice or fraud in breaching those duties. Defendant 0 NAPICO hereby has judgment entered against it and in favor of the certified Class of limited partners of REAL I, REAL II, REAL III, REAL IV, REAL V, REAL VI, REAL VII and HOUSING PROGRAMS on Count II of the Complaint for the amount of $,, ($,, in compensatory damages and $,,000 in punitive damages ) plus prejudgment interest owing in the amount of $,0,, for a total judgment of $,,, allocated as follows : Amount o f Limited Prejudgment Amount of Partner Class Amount of Interest as of April Punitiv e Members in : Damages :, 00 : Damages : Total : REAL I $,,0 S,0 $, $,0, REAL II $,0, $,, $, $,, REAL III $,, $,0, $, $,, REAL IV $,, $,,0 $,0 $,, REAL V $,, $,, $,0 $,, REAL VI $,, $,0, $, $,, REAL VII $,, $,,0 $, $,0, HOUSING PROGRAMS $,,0 $ 0, $,0 $,0, TOTAL $,, $,0, $,,000 $,, () On Count III of the Complaint, the claim that the Consent Solicitations improperly obtained the authorizations or consents of the Class of limited partners of REAL, REAL II, REAL III, REAL IV, REAL V, REAL VI, REAL VII and HOUSING PROGRAMS to the sale of the limited partnershi p ]PROPOSED] ORDER AND FINAL JUDG] CASE NO CV-0 DDP (AJWx) --

5 interests in the local partnerships which were not sold in connection with the REI 0 Transaction, Defendants Alan. Casden, Henry C. Casden, Bruce E. Nelson, Charles H. Boxenbaum, National Partnership Investments Corp., Casden Investment Corporation, National Partnership Investments Associates, National Partnership Investment Associates, Coast Housing Investments Associates, and Housing Programs II, hereby have judgment entered against them in favor of the certified Class of limited partners of REAL I, REAL II, REAL III, REAL IV, REAL V, REAL VI, REAL VII and HOUSING PROGRAMS, declaring that said Defendants and their affiliates, subsidiaries, successors or assigns, will not base future transactions, sales or transfers of any of REAL I, REAL II, REAL, REAL IV, REAL V, REAL VI, REAL VII and HOUSING PROGRAMS limited partnership interests in any partnerships or properties that were not transferred in the transaction of December 0, on the basis of the authorizations or consents obtained as a result of the Consent Solicitations sent to the limited partners of REAL I, REAL II, REAL III, REAL IV, REAL V, REAL VI, REAL VII and HOUSING PROGRAMS in August. () On Count V of the Complaint, the indemnification claim, Defendant s Alan I. Casden, Henry C. Casden, Bruce E. Nelson, Charles H. Boxenbaum, National Partnership Investments Corp., Casden Investment Corporation, National Partnership Investments Associates, National Partnership Investment Associates II, Coast Housing Investments Associates, and Housing Programs II, hereby have judgment entered against them in favor of the certified Class of limited partners of REAL I, REAL II, REAL III, REAL IV, REAL V, REAL VI, REAL VII and HOUSING PROGRAMS, declaring that said Defendants and their affiliates, subsidiaries, successors or assigns, are not entitled to be indemnified by REAL I, REAL II, REAL III, REAL IV, REAL V, REAL VI, REAL VII and/or HOUSING 'OSED] ORDER AND FINAL JUDGMENT CASE NO CV-0 DDP (AJWx ) --

6 PROGRAMS for any cost, expense or attorneys fees incurred, or for the Judgmen t entered, in this Action. () On Count IV of the Complaint, the claim under the doctrine o f inherent fairness, the certified Class of limited partners of REAL I, REAL II, REAL III, REAL IV, REAL V, REAL VI, REAL VII and HOUSING PROGRAMS hereby have judgment rendered against them in favor of Defendants Alan I. Casden, Henry C. Casden, Bruce E. Nelson, Charles H. Boxenbaum, National Partnership Investments Corp., Casden Investment Corporation, National Partnership Investments Associates, National Partnership Investment Associates II, Coast Housing Investments Associates, and Housing Programs II, and the Court is dismissed with prejudice, but without costs, as against all such Defendants.( ) On Count VI of the Complaint, the claim for rescission of the REI T transacti on against all Defendants, judgment is entered against the certified Class of limited partners of REAL, REAL II, REAL III, REAL IV, REAL V, REAL VI, REAL VII and HOUSING PROGRAMS and the Count is dismissed with prejudice, but without costs, as against all Defendants. () On Count VII of the Complaint, for the imposition of a constructiv e trust against Casden Prope rties Sub LLC, Casden Properties GP I Limited Partnership and Casden Properties GP II Limited Partnership, judgment is entered against the certified class of limited partners of REAL I, REAL, REAL III, REAL IV, REAL V, REAL VI, REAL VII and HOUSING PROGRAMS and the Count is dismissed with prejudice but without costs, as against these Defendants. () On Count VIII of the Complaint, the accounting claim, Plaintiffs' action for equitable relief in the form of a court supervised accounting based o n the allegations that support the Jury's verdict on Counts I and II of the Complain t is dismissed with prejudice, but without costs, as against all Defendants, and in al l 'OSED] ORDER AND FINAL JUDGMENT CASE NO, CV-0 DDP (AJWx ) --

7 0 0 other respects, Plaintiffs' action for an accounting is dismissed without prejudice. () Pursuant to Federal Rule of Civil Procedure and the Local Rule s of the Central Dist rict of California, U.S.D.C., L.R., generally, and L.R. -,, Plaintiffs' costs are taxed against Defendants Alan. Casden, Henry C. Casden, I I Bruce E. Nelson, Charles H. Boxenbaum, and National Partnership Investment s Corp., jointly and severally, in the amount of $ () Pursuant to L.R. -, post judgment interest will accrue on thi s judgment from the date of entry, as set forth in the Memorandum Accompanying Order and Final Judgment, attached hereto as Exhibit A. () Jurisdiction is retained by this Court for the purpose of hearing and ruling upon Plaintiffs' application for the award of counsel fees to Plaintiffs ' counsel and for the purpose of approving and supervising the distribution of the proceeds of the judgment to the members of the Class in accordance with the allocations set forth in paragraphs () and () of this Judgment. IT IS SO ORDERED. Dated : V--Y f Q Submitted By : By : GL Y & BINKOW LLP LIONEL Z. GLANCY, ESQ. # 0 PETER A. BINKOW ESQ. # Avenue of the Stars, Suite Los Angeles, California 00 Phone : () 0- Fax : () 0- 'OSED) ORDER AND FINAL JUDGMENT CASE NO CV-0 DDP (AJWx ) -- Honorable Dean D. Pregerson United States District Court

8 0 0 NICHOLAS E. CHIMICLES, ESQ. CANDICE L.H. HEGEDUS, ESQ. KIMBERLY M. DONALDSON, ESQ. CHIMICLES & TIKELLIS LLP West Lancaster Avenue Haverford, PA Phone : () -00 Fax: () - LAWRENCE A. SUCHAROW, ESQ. JOSEPH STERNBERG, ESQ. CHRISTOPHER KELLER, ESQ. GOODKIND LABATON RUDOFF & SUCHAROW LLP 0 Park Avenu e New York, New York 0 Phone : () Fax: () -0 LEIGH R. LASKY, ESQ. LASKY & RIFKIND, LTD. South LaSalle Street Suite 0 Chicago, IL 00 Phone : () -00 Fax : () -00 ROBERT I. HARWOOD, ESQ. MATTHEW M. HOUSTON, ESQ. ANDREW D. FRIEDMAN, ESQ. WECHSLER HARWOOD HALEBIAN & FEFFER LLP Madison Avenue th Floo r New York, NY 0 Phone : () -00 Fax: () -0 POSED) ORDER AND FINAL JUDGMENT CASE NO CV-0 DDP (AJWx ) --

9 I 0 I 0 LAWRENCE P. KOLKER, ESQ. WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP 0 Madison Avenu e New York, NY 0 Phone : () -00 Fax: () - Attorneys for Plaintiffs and the Clas s 'OSED] ORDER AND FINAL JUDGMENT CASE NO. CV-0 DDP (AJWx ) --

10 S S

11 . i EXHIBIT A

12 FROM (MON).'0 :/ST. :/NO. 00 P 0 LIONEL Z. GLANCY, ESQ. #0 PETER A. BINKOW, ESQ. # GLANCY & BINKOW LLP Avenue of the Stars, Suite Los Angeles, California 00 Phone : () 0-0 Fax: () 0- Attorneys for Plaintiffs and the Class [Additional Counsel on Signature Page ] IN RE REAL ESTATE ASSOCIATES LIMITED PARTNERSHIP LITIGATION UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION Case No. CV -0 DDP (AJWx) CLASS ACTION MEMORANDUM PURSUANT TO LOCAL RULE - ACCOMPANYING [PROPOSED] ORDER AND FINAL JUDGMEN T Hon. Dean D. Pregerson MEMORANDUM PURSUANT TO LOCAL RUL E - ACCOMPANYING [PROPOSkDJ ORDLLR AND FCNAI, JUDGMENT CASE NO. CV -0 DOP (AJWx)

13 FROG(, (MON).'0 :/ST. :/N0. 0 P 0 Plaintiffs hereby submit this Memorandum to accompany the [Proposed] Order and Final Judgment filed concurrently herewith. As set forth in United States District Court Central District of California Local Rule -, Entry o f Judgment - Settlement of Interest, "[i]f interest is accruing or will accrue on an y judgment, decree or order, the party preparing the proposed form of judgment, decree or order shall indicate by memorandum attached thereto the applicable interest rate as computed under U.S.C. (a) or U.S.C. and the amount of interest to be added for each day the document remains unsigned." Pursuant to U.S.C., post-judgment interest shall be calculate d from the date of the entry of the judgment, at a rate equal to the weekly average - year constant maturity Treasury yield, as published by the Board of Governors of the Federal Reserve System, for the calendar week preceding the date of the judgment, which rate for a judgment entered on April, 00 is. % which will be computed daily to the date of payment and compounded annually, Limited Amount of Damages, Partner Class including prejudgment members in: Interest as of April, 00 : REAL T $,, REAL II $,, REAL III $,, REAL IV $,, REAL V $,0, AND FHNAI, JUDOWNF CASE NO. CV-0 DDP (AJWx) Post-Judement Interest per diem for the first year following the date of entry of Judgment : $. 0. $. $. $.

14 FROM, (MON).'0 :/ST. :/Na. 00 P I 0 0 REAL VI $,, S. REAL VII $,, $ 0. HOUSING PROGRAMS $,,0 S. TOTAL $,0,0 $,. Dated : Y "_ U -~ Honorable Dean D. Pregerson United States District Court Submitted By : GLANCY & BINKOW LLP By : LIONEL Z. GLANCY, ESQ. # 0 PETER A. BINKOW ESQ. # Avenue of the Stars Suite Los Angeles, California 00 Phone: () 0- Fax: () 0- NICHOLAS E. CHIMICLES, ESQ. CANDICE L.H. HEGEDUS, ESQ. KIMBERLY M. DONALDSON, ESQ. CHIMICLES & TIKELLIS LLP West Lancaster Avenue Haverford, PA Phone: () -00 Fax: () - TO LOCAL RULE - ACCUMPA AND FINAL JUDGMENT CASE NO. CV-0 DO? (AJWx)

15 FROM (MON).'0 :/ST. :/N0. 0U0 P ' 0 0 LAWRENCE A. SUCHAROW, ESQ. JOSEPH STERNB.ERG, ESQ. CHRISTOPHER KELLER, ESQ. GOODKIND LABATON RUDOFF & SUCHAROW LLP 0 Park Avenu e New York, New York 0 Phone: () Fax: () -0 LEIGH R. LASKY, ESQ. LASKY & RIFKIND, LTD. South LaSalle Street Suite 0 Chicago, IL 00 Phone: () -00 Fax : () -00 ROBERT. HARWOOD, ESQ. MATTHEW M. HOUSTON, ESQ. ANDREW D. FRIEDMAN, ESQ. WECHSLER HARWOOD HALEBIAN & FEFFER LLP Madison Avenue th Floo r New York, NY 0 Phone: () -00 Fax: () -0 LAWRENCE P. KOLKER, ESQ. WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP 0 Madison Avenu e New York, NY 0 Phone: () -00 Fax: () - Attorneys for Plaintiffs and the Class ' TO LQCAL RULL - AC:COMh'A AND FINALJUDGMI N T CASE NO. CV -W ptf (AWx)