Notice of Motion and Motion to Appoint UFCW Local 56 Retail Meat

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1 Notice of Motion and Motion to Appoint UFCW Local 56 Retail Meat Pension Fund, Robert D. Sawyer, Local 144 Nursing Home Pension Fund and Drifton Finance Corp. as Lead Plaintiff and for Approval of Lead Plaintiff's Choice of Counsel; Memorandum of Points and Authorities in Support Thereof Source: Milberg Weiss Date: 05/08/01 Time: 2:53 PM MILBERG WEISS BERSHAD HYNES & LERACH LLP WILLIAM S. LERACH (68581 MARK SOLOMON ( DOUGLAS R. BRITTON ( West Broadway, Suite 1800 San Diego, CA Telephone: 619/ / (fax [Proposed] Lead Counsel for Plaintiffs UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 1 of 10 8/15/02 7:58 PM

2 LOCAL 144 NURSING HOME PENSION FUND, On Behalf of Itself and All Others Similarly Situated, vs. Plaintiff, ORACLE CORPORATION, et al., Defendants. No. C MJJ CLASS ACTION NOTICE OF MOTION AND MOTION TO APPOINT UFCW LOCAL 56 RETAIL MEAT PENSION FUND, ROBERT D. SAWYER, LOCAL 144 NURSING HOME PENSION FUND AND DRIFTON FINANCE CORP. AS LEAD PLAINTIFF AND FOR APPROVAL OF LEAD PLAINTIFF'S CHOICE OF COUNSEL; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF DATE: June 12, 2001 TIME: 9:00 a.m. CTRM: The Honorable Martin J. Jenkins TABLE OF CONTENTS I. INTRODUCTION II. PROCEDURAL BACKGROUND III. SUMMARY OF ALLEGATIONS IV. ARGUMENT A. Movants Should Be Appointed Lead Plaintiff 1. Movants Believe They Have the Largest Financial Interest in the Relief Sought by the Class 2. Movants Are Qualified Under Rule 23 a. Movants' Claims Are Typical of the Claims of the Class b. Movants Will Fairly and Adequately Represent the Interests of the Class B. This Court Should Approve Movants' Choice of Counsel V. CONCLUSION 2 of 10 8/15/02 7:58 PM

3 TO: ALL PARTIES AND THEIR COUNSEL OF RECORD PLEASE TAKE NOTICE that on June 12, 2001, at 9:00 a.m., or as soon thereafter as this matter may be heard in Courtroom 11, 19th Floor, before the Honorable Martin J. Jenkins, located at 450 Golden Gate Avenue, San Francisco, California, Movants (1 will, and hereby do, move this Court under 21D(a(3(B of the Securities Exchange Act of 1934 ("Exchange Act", 15 U.S.C. 78u-4(a(3(B, for appointment of UFCW Local 56 Retail Meat Pension Fund, Robert D. Sawyer, Local 144 Nursing Home Pension Fund and Drifton Finance Corp. as lead plaintiff in this action and to approve their selection of counsel (the "Motion". This Motion is made on the grounds that they are the most adequate plaintiff, having collectively suffered at least $8,187, in losses due to their transactions in Oracle common stock and options. In addition, Movants meet the requirement of Fed. R. Civ. P. 23 because their claims are typical of class members' claims, and they will fairly and adequately represent the class. Finally, Movants have selected and retained a national law firm with substantial experience in prosecuting securities class actions to serve as class counsel. The Motion is based on this notice of motion, the accompanying memorandum of points and authorities, the Britton Decl., the pleadings and other files herein and such other written or oral arguments as may be presented to the Court. I. INTRODUCTION MEMORANDUM OF POINTS AND AUTHORITIES Movants, who collectively suffered at least $8,187, in losses due to their transactions in Oracle publicly traded securities during the Class Period, submit this memorandum of points and authorities in support of their Motion for (1 appointment as lead plaintiff and (2 approval of lead plaintiff's selection of counsel. Section 21D of the Exchange Act, 15 U.S.C. 78u-4, as amended by the PSLRA, sets forth the procedure for the selection of lead plaintiff to oversee class actions brought under the federal securities laws. Specifically, 21D(a(3(A(i, 15 U.S.C. 78u-4(a(3(A(i, provides that, within 20 days after the date on which a class action is filed under the PSLRA, the plaintiff or plaintiffs shall cause to be published, in a widely circulated national business-oriented publication or ire service, a notice advising members of the purported plaintiff class - (I of the pendency of the action, the claims asserted therein, and the purported class period; and (II that, not later than 60 days after the date on which the notice is published, any member of the purported class may move the court to serve as lead plaintiff of the purported class. Further, 21D(a(3(B(i of the Exchange Act, 15 U.S.C. 78u-4(a(3(B(i, directs this Court to consider any motions brought by plaintiffs or purported class members to appoint lead plaintiffs filed in 3 of 10 8/15/02 7:58 PM

4 response to any such notice no later than 90 days after the date of publication or as soon as practicable after this Court decides any pending motion to consolidate any actions asserting substantially the same claim or claims. Under this provision of the Exchange Act, this Court "shall" appoint the "most adequate plaintiff" to serve as lead plaintiff and shall presume that plaintiff is the person, or group of persons, that: (aa has either filed the complaint or made a motion in response to a notice...; (bb in the determination of the court, has the largest financial interest in the relief sought by the class; and (cc otherwise satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure. 15 U.S.C. 78u-4(a(3(B(iii(I. Movants suffered at least $8,187, in losses, as a result of their transactions in Oracle's publicly traded securities during the Class Period. Britton Decl., Ex. B. Movants believe they have the largest financial interest. Under the applicable criteria, their Motion should be granted. II. PROCEDURAL BACKGROUND Presently pending in this District are 19 securities class action lawsuits (2 : Abbreviated Case Name Case No. Date Local 144 Nursing Home Pension Fund v. Oracle Corp., et al. ("Local 144" C MJJ 03/09/01 Bielanski v. Oracle Corp., et al. C MJJ 03/09/01 Yaish, et al v. Oracle Corp., et al. C MJJ 03/12/01 Birnbaum v. Oracle Corp., et al. C MJJ 03/12/01 Haenel v. Oracle Corp., et al. C MJJ 03/13/01 Berdakina v. Oracle Corp., et al. C MJJ 03/13/01 Lowinger, et al. v. Oracle Corp. C MJJ 03/13/01 Azerrad v. Oracle Corp., et al. C MJJ 03/13/01 Walanka v. Oracle Corp., et al. C MJJ 03/13/01 Greenblatt v. Oracle Corp., et al. C MJJ 03/16/01 Gollomp v. Oracle Corp., et al. C MJJ 03/19/01 Goldfein v. Oracle Corp., et al. C MJJ 03/21/01 4 of 10 8/15/02 7:58 PM

5 Gordon v. Oracle Corp., et al. C MJJ 03/22/01 Tuchman v. Oracle Corp., et al. C MJJ 03/28/01 Rothsholder v. Oracle Corp., et al. C MJJ 03/28/01 Monderer v. Oracle Corp., et al. C JL 03/30/01 Farrell, et al. v. Oracle Corp., et al. C JCS 04/03/01 Salvo v. Oracle Corp., et al. C EDL 04/10/01 Hart, et al. v. Oracle Corp., et al. C EDL 04/11/01 Each of the actions alleges claims for violation of the Exchange Act and Securities and Exchange Commission ("SEC" Rule 10b-5 promulgated thereunder on behalf of investors who purchased or otherwise acquired Oracle securities during the Class Period. Concurrently with the filing of this Motion, Movants have also filed a motion to consolidate the above class actions pending in this district. The Exchange Act, as amended by the PSLRA, requires prompt publication of notice advising class members of their right to move within 60 days of publication to be appointed lead plaintiff. On March 9, 2001, pursuant to 21D(a(3(A(i of the Exchange Act, 15 U.S.C. 78u-4(a(3(A(i, plaintiff in Local 144 published a notice of pendency of the action on the Business Wire. Britton Decl., Ex. C. That notice advised class members of the existence of the lawsuit and described the claims asserted. This Motion is timely filed within 60 days from the publication of that notice. III. SUMMARY OF ALLEGATIONS These related class actions are brought on behalf of a class of institutions and individuals who transacted in Oracle securities during the Class Period. (3 Oracle develops and supplies software for enterprise information systems. 11. Oracle offers database and relational servers, application development and decisional support tools and enterprise business applications. Its software runs on network computers, personal digital assistants, set top devices, work stations, PCs, minicomputers, mainframes and powerful super computers. 2. Plaintiffs in these actions allege that defendants violated the federal securities laws by making false and misleading statements concerning Oracle's third quarter 2001 (4 revenues to be derived from the demand for the Company's database and applications products and the market acceptance of its new 11i Suite of software products. Defendants further falsely projected that Oracle would achieve very strong earnings per share ("EPS" growth in the third quarter 2001 of $0.12, thus artificially inflating Oracle's stock to a Class Period high of $35 per share. 3, 6. While Oracle stock traded at artificially inflated levels, defendant Lawrence J. Ellison and others sold nearly $1 billion worth of Oracle stock. 13, 27-28, 47. Defendants' positive statements and strong EPS projections were false and misleading when made. In fact, defendants knew that the Company's revenue growth projections could not be achieved because Oracle's internet customers were scrambling simply to fund their businesses, which resulted in their cutting back on information technology orders. 20. In addition, Oracle's customers were refusing to upgrade to the Company's new 11i Suite of software because it was fraught with technical problems, including gaps in its CRM modules, and required expensive systems implementation work to implement. 3, 12, of 10 8/15/02 7:58 PM

6 Despite the known deterioration of the financial condition of many of Oracle's customers and the weak reception of its flagship software Suite 11i, defendants disseminated false information concerning the Company's business prospects and represented that Oracle had seen no signs that its business was being hurt by the economic slowdown and that its pipelines around applications and databases had never been stronger. 37. Further, in the second week of February, defendants publicly represented that the Company was still on target to meet its prior EPS guidance of $0.12 and that the "slowdown is going to provide new opportunities for Oracle as companies need to streamline and be more strategic about the technology they buy." Even as late as February 21, 2001, defendants publicly reiterated and confirmed that Oracle would post third quarter EPS of $0.12 and affirmed that applications sales were accelerating in the third quarter and would continue to do so through the fourth quarter. 42. Finally, on March 1, 2001, defendants revealed that the Company would post revenue and EPS declines and claimed that it was not until the last day of the quarter that they realized that Oracle would post disastrous results. These disclosures shocked the market, causing Oracle's stock to decline 50% from its Class Period high of $34 to less that $17 per share on record volume, vaporizing more than $90 billion in market capitalization. 5-6, 45. Investors who purchased or otherwise acquired Oracle securities during the Class Period, based on defendants' positive but false statements, seek in these actions to recover under the federal securities laws. IV. ARGUMENT A. Movants Should Be Appointed Lead Plaintiff 1. Movants Believe They Have the Largest Financial Interest in the Relief Sought by the Class The PSLRA provides that this Court shall appoint as lead plaintiff the member or members of the purported plaintiff class that the court determines to be most capable of adequately representing the interests of class members (hereafter in this paragraph referred to as the "most adequate plaintiff" in accordance with this subparagraph. 15 U.S.C. 78u-4(a(3(B(i. Moreover, the statute requires this Court to adopt a rebuttable presumption that the most adequate plaintiff in any private action arising under this title is the person or group of persons that - * * * (bb in the determination of the court, has the largest financial interest in the relief sought by the class U.S.C. 78u-4(a(3(B(iii(I. Thus, the statutory language explicitly provides that a "member or members" of the class, or a "person or 6 of 10 8/15/02 7:58 PM

7 group of persons," may combine to constitute "the largest financial interest" entitled to presumptive appointment as lead plaintiff. 15 U.S.C. 78u-4(a(3(B. See Pinacy Investments Co., et al. v. Covad Communications Group, Inc. et al., No. C PJH, slip op. (N.D. Cal. Jan. 22, 2001 (appointing four shareholders (Britton Decl., Ex. D; St. John v. Pilot Network Services, Inc., et al., No. C PJH, slip op. (N.D. Cal. Jan. 12, 2001 (appointing seven shareholders (Britton Decl., Ex. E; Steiner v. Aurora Foods Inc., et al., No. C CW, slip op. (N.D. Cal. June 5, 2000 (appointing four shareholders (Britton Decl., Ex. F; In re The Clorox Company Sec. Litig., Master File No. C SC, slip op. (N.D. Cal. Mar. 30, 2000 (appointing four shareholders (Britton Decl., Ex. G; Broudo, et al. v. Dura Pharmaceuticals, Inc., et al., No. 99 CV 0151 JM, slip op. (S.D. Cal. June 18, 1999 (appointing seven shareholders (Britton Decl., Ex. H; Lubitsch, et al., v. Dataworks Corp., et al., No IEG (JAH, slip op. (S.D. Cal. Feb. 9, 1999 (three shareholders (Britton Decl., Ex. I; Takeda v. Turbodyne Techs., Inc., 67 F. Supp. 2d 1129, 1131 (C.D. Cal (appointment of seven shareholders. Here, the magnitude of the losses suffered by Movants entitles them to the statutory presumption. (5 During the Class Period, Movants purchased or acquired Oracle securities at prices inflated by defendants' false and misleading statements. Britton Decl., Ex. A. Based on their substantial losses, Movants believe they have the largest financial interest in the outcome of this litigation and, therefore, are presumptively entitled to appointment as lead plaintiff. 15 U.S.C. 78u-4(a(3(B(iii(bb. Moreover, because Movants purchased or otherwise acquired Oracle stock and options during the Class Period, they are the most diverse lead plaintiffs and best able to represent the interests of all class members. Consequently, appointing Movants as lead plaintiff will best serve the interests of all class members. See In re Oxford Health Plans, Inc. Sec. Litig., 182 F.R.D. 42, 49 (S.D.N.Y (appointing two institutions and three individuals as lead plaintiff because "[s]uch a structure allows for broad representation and the sharing of resources and experience to ensure that the litigation will proceed expeditiously". 2. Movants Are Qualified Under Rule 23 Section 21D(a(3(B(iii(I(cc of the Exchange Act, 15 U.S.C. 78u-4(a(3(B(iii(I(cc, provides that, at the outset of the litigation, the lead plaintiff must also "otherwise satisf[y] the requirements of Rule 23 of the Federal Rules of Civil Procedure." With respect to the qualifications of the class representative, Rule 23(a requires generally that the claims be typical of the claims of the class and that the representative will fairly and adequately protect the interests of the class. As detailed below, Movants satisfy the typicality and adequacy requirements of Rule 23(a and are qualified to be appointed. a. Movants' Claims Are Typical of the Claims of the Class The typicality requirement of Rule 23(a(3 is satisfied when the named plaintiffs have: (1 suffered similar injuries as the absent class members; (2 as a result of a similar course of conduct by the defendants; and (3 their claims are based on the similar legal issues. Hanon v. Dataproducts Corp., 976 F.2d 497, 508 (9th Cir. 1992; Haley v. Medtronic, Inc., 169 F.R.D. 643, 649 (C.D. Cal. 1996; In re Cirrus Logic Sec., 155 F.R.D. 654, 657 (N.D. Cal. 1994; A&J Deutscher Family Fund v. Bullard, [ Transfer Binder] Fed. Sec. L. Rep. (CCH 92,938, at 94,579 (C.D. Cal. 1986; Schwartz v. Harp, 108 F.R.D. 279, 282 (C.D. Cal The questions of law and fact common to the members of the class that predominate over questions that may affect individual class members include the following: 1. Whether the defendants' acts as alleged herein violated the federal securities laws; 7 of 10 8/15/02 7:58 PM

8 2. Whether defendants participated in and pursued the common course of conduct complained of herein; 3. Whether documents, SEC filings, press releases and other statements disseminated to the investing public and Oracle's stockholders during the Class Period misrepresented material facts about Oracle's financial condition and earnings; 4. Whether the market price of Oracle's securities was artificially affected during the Class Period due to defendants' misrepresentations and omissions complained of herein; and 5. Whether members of the class have sustained damages and, if so, what is the proper measure of damages. As a result, there is a well-defined community of interest in the questions of law and fact involved in this case, and the claims asserted by Movants are typical of the claims of the members of the proposed class. Movants and the members of the class allege that defendants violated the federal securities laws by publicly disseminating materially false and misleading statements about Oracle's revenues and business prospects during the Class Period. Movants, as well as all members of the proposed class, transacted in Oracle securities at prices artificially affected by defendants' misrepresentations and omissions and were damaged thereby. Because they assert claims that are based on the substantially same legal theories and arise "from the same event or course of conduct giving rise to the claims of other class members," typicality is satisfied. In re United Energy Corp. Solar Power Modules Tax Shelter Inv. Sec. Litig., 122 F.R.D. 251, 256 (C.D. Cal. 1988; accordblackie v. Barrack, 524 F.2d 891, , n.19 (9th Cir b. Movants Will Fairly and Adequately Represent the Interests of the Class Movants' interests are clearly aligned with the members of the proposed class, and there is no evidence of any antagonism between their interests and the interests of the proposed class members. As detailed above, Movants share substantially similar questions of law and fact with the members of the proposed class, and their claims are typical of the members of the class. They have amply demonstrated their adequacy as class representatives by signing sworn certifications affirming their willingness to serve as, and assume the responsibilities of, class representatives. See Britton Decl., Ex. A. In addition, Movants have selected a law firm that is highly experienced in prosecuting securities class actions to represent them. Therefore, they satisfy the requirements of Rule 23 and all of the PSLRA's prerequisites for appointment as lead plaintiff in this action and should be appointed lead plaintiff pursuant to 15 U.S.C. 78u-4(a(3(B. B. This Court Should Approve Movants' Choice of Counsel The PSLRA vests authority in the lead plaintiff to select and retain lead counsel, subject to this Court's approval. See 15 U.S.C. 78u-4(a(3(B(v. Thus, this Court should not disturb the lead plaintiff's choice of counsel unless necessary to "protect the interests of the class." 15 U.S.C. 78u-4(a(3(B(iii(II(aa. Here, Movants have selected the law firm of Milberg Weiss Bershad Hynes & Lerach LLP ("Milberg Weiss" as proposed lead counsel for the class. Milberg Weiss has extensive experience litigating securities class actions and has successfully prosecuted numerous securities fraud class actions on behalf of injured investors. Britton Decl., Ex. J. V. CONCLUSION 8 of 10 8/15/02 7:58 PM

9 For the reasons stated above, the instant Motion to appoint Movants as lead plaintiff and to approve lead plaintiff's selection of counsel should be granted. DATED: May 8, 2001 Respectfully submitted, MILBERG WEISS BERSHAD HYNES & LERACH LLP WILLIAM S. LERACH MARK SOLOMON DOUGLAS R. BRITTON MARK SOLOMON 600 West Broadway, Suite 1800 San Diego, CA Telephone: 619/ / (fax [Proposed] Lead Counsel for Plaintiffs DECLARATION OF SERVICE BY FACSIMILE I, the undersigned, declare: 1. That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of the County of San Francisco, over the age of 18 years, and not a party to or interest in the within action; that declarant's business address is 100 Pine Street, Suite 2600, San Francisco, California That on May 8, 2001, declarant served by facsimile the NOTICE OF MOTION AND MOTION TO APPOINT UFCW LOCAL 56 RETAIL MEAT PENSION FUND, ROBERT D. SAWYER, LOCAL 144 NURSING HOME PENSION FUND AND DRIFTON FINANCE CORP. AS LEAD PLAINTIFF AND FOR APPROVAL OF LEAD PLAINTIFF'S CHOICE OF COUNSEL; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF to the parties listed on the attached Service List and that this document was forwarded to the following designated Internet site at: 3. That there is a regular communication by facsimile between the place of origin and the places so addressed. I declare under penalty of perjury that the foregoing is true and correct. Executed this 8th day of 9 of 10 8/15/02 7:58 PM

10 May, 2001, at San Francisco, California. MARCY MEDEIROS 1. Movants consist of three institutions and one individual investor, each with substantial losses who purchased Oracle Corporation ("Oracle" or the "Company" securities between December 15, 2000 and March 1, 2001 (the "Class Period". Three of the Movants have not filed complaints. However, the Private Securities Litigation Reform Act of 1995 ("PSLRA" specifically authorizes class members, regardless of whether they have filed a complaint, to move for appointment of lead plaintiff. See 15 U.S.C. 78u-4(a(3(B. UFCW Local 56 Retail Meat Pension Fund, Robert D. Sawyer, Local 144 Nursing Home Pension Fund and Drifton Finance Corp. each submitted the signed certification required by 21D(a(2(A(i-(vi, 15 U.S.C. 78u-4(a(2(A(i-(vi. See Ex. A to the Declaration of Douglas R. Britton ("Britton Decl.", filed herewith. 2. The Monderer, Farrell, Salvo and Hart complaints have not yet been related, but all actions allege nearly identical allegations. Each names the same defendants and seeks liability for the same course of conduct. 3. All paragraph references (" _" are to the Complaint for Violation of the Federal Securities Laws ("Complaint" filed in Local 144, unless otherwise indicated. 4. Oracle operates on a May 3 fiscal year. Oracle's third quarter fiscal 2001 was the period from December 1, 2000 to February 28, The SEC has concluded that three to five class members may be appointed as lead plaintiff under the PSLRA's lead plaintiff provision. See, e.g., In re Baan Co. Sec. Litig., 186 F.R.D. 214, 218 (D.D.C (arguing that "three to five" lead plaintiffs is proper under the PSLRA. 10 of 10 8/15/02 7:58 PM