Free Motion for Order - District Court of Connecticut - Connecticut

Case 3:03-cv-00383-WIG

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EXHIBIT 3b

Case 3:03-cv-00383-WIG

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UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT WASLEY PRODUCTS, INC., PRECISION MOLDING CO., INC, individually and on behalf of WASLEY PRODUCTS, INC. UAW LOCAL 376 RETIREMENT PLAN, PRECISION MOLDING CO., INC., 401(k) PROFIT SHARING PLAN, and WASLEY PRODUCTS, INC. 401(k) PROFIT SHARING PLAN, Plaintiffs, v. BARRY L. BULAKITES, JAMES A. WINSLOW, JOSHUA ADAMS CORP. NATIONWIDE LIFE INSURANCE CO. OF AMERICA, LINCOLN NATIONAL LIFE INSURANCE CO., Defendants. GREGORY T. PRENTISS, JOHN RIZZI, RICHARD SEICH, and DOROTHY BROWN each individually and on behalf of the Wasley Products, Inc. 401(k) Profit Sharing Plan, and the Wasley Products, Inc. Retirement Plan; DIANE CHUDZIK, individually and on behalf of the Precision Molding Company, Inc. 401(k) Profit Sharing Plan, and HOWARD Y. ACHILLE, individually and on behalf of the Wasley Products, Inc. UAW Local 376 Retirement Plan, Plaintiffs, v. : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : CIVIL ACTION NO. 3:03 CV 00383 (MRK)(LEAD)

OCTOBER

, 2007

CIVIL ACTION NO. 3:03 CV 00383 (MRK)(LEAD) (3:03 CV1790 (MRK))

Case 3:03-cv-00383-WIG

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WASLEY PRODUCTS, INC., ALAN A. WASLEY, ANDREW BRADY, SANDI DUMAS-LAFERRIERE, BARRY CONNELL, BARRY L. BULAKITES, JAMES A. WINSLOW, JOSHUA ADAMS CORPORATION, PRECISION MOLDING CO.,INC., NATIONWIDE LIFE INSURANCE CO. OF AMERICA and LINCOLN NATIONAL LIFE INSURANCE CO., Defendants. JOHN M. WIBLYI, individually and on behalf of the Wasley Products, Inc., Retirement Plan, Plaintiffs, v. WASLEY PRODUCTS, INC., ALAN A. WASLEY, SANDI DUMAS-LAFERRIERE, BARRY L. BULAKITES, JAMES A. WINSLOW, NATIONWIDE LIFE INSURANCE CO. OF AMERICA and LINCOLN NATIONAL LIFE INSURANCE CO. Defendants.

: : : : : : : : : : : : : : : : : : : : : : : : : : : : : : :

OCTOBER , 2007 CIVIL ACTION NO. 3:03 CV 00383 (MRK)(LEAD) (No. 3:06cv1435 (MRK))

OCTOBER , 2007

Because You Participated in the Precision Molding Company, Inc. 401(k) Plan You Could Get Additional Benefits Because of a Proposed Lawsuit Settlement.
A court authorized notice. This is not a solicitation from a lawyer. This notice affects your rights. Please read carefully.
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Moukawsher & Walsh, LLC (860) 278-7000 DATE: , 2007

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This Notice is provided to you pursuant to the Federal Rules of Civil Procedure and by Order of the United States District Court for the District of Connecticut (the "Court"). The purpose of this Notice is to inform you about the proposed resolution of the lawsuit identified above (the "Lawsuit") brought by certain individuals ("Participant Representatives") alleging that the defendants listed above (the "Defendants") violated federal law in the management of the Precision Molding Company, Inc. 401(k) Profit Sharing Plan (the "Precision Molding 401(k) Plan"). This Notice explains your legal rights and options pertaining to this proposed resolution.

Basic Information
Why am I getting this notice?
You are being sent this notice because the Precision Molding 401(k) Plan records list you as a participant in that Plan. The Plaintiffs and Defendants, who have been involved in this Lawsuit, have decided that it is in everyone's best interests to end this Lawsuit by means of a compromise agreement (the "Proposed Settlement").

What's the lawsuit about?
The lawsuit claims that the Defendants violated the Federal Employee Retirement Income Security Act of 1974 (the law known as "ERISA") by failing to safeguard plan assets and adequately fund promised benefits. The Lawsuit seeks to recover from the Defendants benefits owing to you and others who participated in the Precision Molding 401(k) Plan (the "Plan Participants"). In addition to this Lawsuit, there are two other lawsuits that have been included as part of the Proposed Settlement. One of the lawsuits was brought by Wasley Products, Inc., the Precision Molding 401(k) Plan Sponsor, and others alleging that certain of the Defendants were responsible for mismanagement of the Precision Molding 401(k) Plan and certain other employee retirement plans sponsored and maintained by Wasley Products, Inc. and Precision Molding Company, Inc. That lawsuit is called Wasley Products, Inc. v. Bulakites, et al., Civil Action No. 3:03 CV 0383 (MRK). The other lawsuit was brought by John Wiblyi, a participant in a previous defined benefit plan sponsored by Wasley Products, Inc. alleging that certain defendants wrongfully managed his benefits, including the
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survivor benefit for his spouse. That lawsuit is called John Wiblyi v. Wasley Products, Inc., et al., Civil Action No. 3:06 CV 1435 (MRK).

What does the Court's certifying the action mean and who is involved?
This Lawsuit was filed by Plan Participants on behalf of the Precision Molding 401(k) Plan. The Participant Representative (in this case Diane Chudzik) participates on behalf of the Plan and represents all the other Plan Participants in the Lawsuit. The Plan Participants are called the Plaintiffs. They sued ten companies or people: · Barry L. Bulakites · James A. Winslow · Joshua Adams Corp. · Wasley Products, Inc. · Nationwide Life Ins. Co. of America (formerly Provident Mutual Life Ins. Co.) · Lincoln National Life Ins. Co. · Alan A. Wasley · Sandi Dumas-Laferriere · Andrew Brady · Barry Connell These people are called the Defendants. By certifying this Lawsuit, the Court is able to resolve the claims for all Plan Participants regardless whether they might wish to opt in or out of the Lawsuit.

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Moukawsher & Walsh, LLC (860) 278-7000 DATE: , 2007

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What is Defendants' position?
The Defendants have denied the various claims made by the Plaintiffs in the Lawsuit. The court has not yet decided in favor of any party in the Lawsuit. A special master retained in the Wasley Products case determined that certain employee benefit plans were missing $715,322.44 of that amount, approximately $50,000 should have been contributed to the Precision Molding 401(k) Plan. There is disagreement about whether this money is owed to the Plan. Also, some of the Defendants claim that other Defendants for whom they were not responsible diverted the missing money and are solely responsible for its loss. The Defendants accused of taking the missing money deny wrongdoing and assert, in part, that the Precision Molding 401(k) Plan and certain other employee benefit plans were not properly funded. The case has been defended vigorously and, until now, the parties have agreed on little.

Why was this case certified?
The Court decided that this Lawsuit should be certified because like in a class action lawsuit, the Court determined that the Plan Participants' interests could best be served by resolving all possible claims though this Lawsuit. Specifically, the Court found that: · There are legal questions and facts that are common to each Plan Participant. · The Participant Representatives' claims are typical of the claims of other Plan Participants. · The Participant Representatives and the court-appointed Participants' Counsel represent the Plan Participants fairly and adequately. · The common legal questions and facts are more important than questions that affect only individuals. · Certifying the action will be more efficient than having many individual lawsuits.

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Am I included in the lawsuit?
All Plan Participants in the Precision Molding 401(k) Plan are covered by the Lawsuit. Based on Plan records, we believe you are a Plan Participant and you will be bound by the result of this Lawsuit whether it is settled or not.

Am I represented by an attorney?
The Court has appointed Thomas G. Moukawsher, Esq. of Moukawsher & Walsh, LLC as attorney to represent you and the other Plan Participants ("Participants'Counsel"). You will not be charged for this lawyer. More information about Participants' counsel can be found at www.mwlawgroup.com or by contacting him as indicated below.

Why is there a settlement?
The Court has not decided the Lawsuit in favor of Plaintiffs or Defendants. Participants' Counsel believes that even if Plaintiffs were completely successful at trial, there is a serious risk that some or all of the Defendants would not have enough money to satisfy the full extent of their liability. Counsel for the Defendants recognizes that there is a risk that some or all of them could be found responsible for Plaintiffs' losses. Instead of the risk of a trial, both Participant Representatives and Defendants, with the help of the Court, agreed to the Proposed Settlement. That way, they avoid the cost of a trial, and funds will be restored to the Precision Molding 401(k) Plan for the benefit of the Plan Participants. The Plan Participant Representatives and the attorneys for Plaintiffs think the Proposed Settlement is best for all Plan Participants.

The Proposed Settlement ­ What you Get
What will my share be?
The total amount to be paid in connection with the settlement of the three lawsuits discussed in this Notice is $1.8 million (the "Settlement Proceeds"). This amount will be reduced by an attorney's fees award described later in this Notice. The remainder of the Settlement Proceeds, amounting to at least 65% of the total Settlement Proceeds, will be allocated to Plan Participants or for the benefit of participants in certain other employee benefit plans sponsored by Wasley Products, Inc. and
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Moukawsher & Walsh, LLC (860) 278-7000 DATE: , 2007

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Precision Molding, Inc. With respect to the Precision Molding 401(k) Plan, the intent of the Proposed Settlement is to restore to the greatest extent possible to the Plan those funds that should have been included in the Plan when it was first established for certain participants who had previously participated in the companies defined benefit plan.. In addition, a portion of the Settlement Proceeds will be paid to settle the claim by John Wiblyi. The amount you will receive that is to be deposited in your 401(k) plan account is attached to this Notice.

How do I get my money?
You will be notified if the Court approves the Proposed Settlement. At that point the Settlement Proceeds will be allocated into your 401(k) Plan account and your share of the Settlement Proceeds will be available to you. When you are notified that the Court has approved the settlement, you will also be told how to contact the appropriate representative of the Precision Molding 401(k) Plan if you have questions.

When would I get my payment?
The Court will hold a hearing on XXXXXX XX, 2007, on the Proposed Settlement in Courtroom ____, United States District Courthouse, 915 Lafayette Boulevard, Bridgeport, Connecticut. If the judge approves the Proposed Settlement after that, there may be appeals (although we have no information that there will be appeals). It's always uncertain whether any appeals could be resolved, and resolving them could take time, perhaps more than a year. If no one appeals, the money will be available in your Plan account no later than 60 days from the Court's ruling. Distribution of your Plan account shall be subject to Plan terms, laws, and regulations regarding plan distributions, including but not limited to the Employee Retirement Income Security Act ("ERISA") and the Internal Revenue Code.

What am I giving up to get a payment?
The Proposed Settlement and the Court's Order finally approving the Proposed Settlement will mean that you can't sue, continue to sue, or be part of any other lawsuit against the Defendants about any of the claims connected with the Lawsuit or that could have been settled in the Lawsuit. It also means that all the Court's Orders will apply to you and legally bind you.

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Moukawsher & Walsh, LLC (860) 278-7000 DATE: , 2007

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How will the lawyers be paid?
Participants' Counsel will ask the Court to approve payment of fees in the amount of $422,000 for his firm and $208,000 for the attorneys for the various plans affected by the Proposed Settlement, Cranmore, FitzGerald & Meaney. These fees would pay these attorneys for investigating the facts, litigating the case, and negotiating the settlement. The Court may award less than these amounts. These fees will be paid out of the Settlement Proceeds. Participants' Counsel has determined that after the payment of these fees participants in all of the plans involved in these lawsuits will receive no less than 65% of the total amount of the settlement proceeds.

Can I opt out of the Proposed Settlement?
You may not opt out of the Court settlement, but you can object to the Proposed Settlement and ask the court to reject it.

Objecting to the Proposed Settlement
You can tell the Court that you don't agree with the Proposed Settlement or some part of it.

How do I tell the Court that I don't like the Proposed Settlement?
If you're a Plan Participant, you can object to the Proposed Settlement if you don't like any part of it. You can give reasons why you think the Court should not approve it. The Court will consider your views. To object, you must send a letter saying that you object to the settlement proposed in Prentiss v. Wasley Products, Inc. 3:03 CV 00383 (MRK)(LEAD). Be sure to include your name, address, telephone number, your signature, and the reasons you object to the settlement. Mail the objection to each of the addresses listed below postmarked no later than October , 2007: Court Clerk of the Court U.S.D.C. Connecticut 915 Lafayette Boulevard Bridgeport, CT 06604 Participants' Counsel Thomas G. Moukawsher Moukawsher & Walsh, LLC 21 Oak St., Suite 209 Hartford, CT 06106

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Moukawsher & Walsh, LLC (860) 278-7000 DATE: , 2007

Case 3:03-cv-00383-WIG

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Filed 10/09/2007

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The Court's Fairness Hearing
The Court will hold a hearing to decide whether to approve the Proposed Settlement. You may attend and you may ask to speak, but you don't have to.

When and where will the Court decide whether to approve the settlement?
The Court will hold a Hearing at XX pm on XXXXXX XX, 2007 at the United States District Court for the District of Connecticut, XX, Connecticut. At this hearing the Court will consider whether the Proposed Settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will listen to people who have asked to speak at the hearing. The Court may also decide how much to pay to the attorneys who represented the Plans and Plan Participants. After the hearing, the Court will decide whether to approve the Proposed Settlement. We don't know how long these decisions will take.

Do I have to come to the hearing?
No. Participants' Counsel will answer questions the Court may have. But you are welcome to come at your own expense. If you send an objection, you don't have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it's not necessary.

May I speak at the hearing?
You may ask the Court for permission to speak at the hearing. To do so, you must send a letter saying that it is your "Notice of Intention to Appear in Prentiss v. Wasley Products, Inc. 3:03 CV 00383 (MRK)(LEAD)." Be sure to include your name, address, telephone number, and your signature. Your Notice of Intention to Appear must be postmarked no later than XXXXXX XX, 2007. It should be mailed to each of the following: Court Clerk of the Court U.S.D.C. Connecticut 915 Lafayette Boulevard Participants' Counsel Thomas G. Moukawsher Moukawsher & Walsh, LLC 21 Oak St., Suite 209
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Moukawsher & Walsh, LLC (860) 278-7000 DATE: , 2007

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Bridgeport, CT 06604

Hartford, CT 06106

If You Do Nothing
What happens if I do nothing?
If you do nothing, and the Court approves the Proposed Settlement, your Precision Molding 401(k) Plan account will be credited with the Settlement Proceeds described on the sheet accompanying this notice. You will then be barred from starting a lawsuit, continuing a lawsuit, or being part of any other lawsuit against the Defendants about the legal issues in this Lawsuit, ever again.

Getting More Information
Are there more details about the settlement?
This notice summarizes the Proposed Settlement. More details are in a Settlement Agreement. You can get a copy of the Settlement Agreement by writing to Thomas G. Moukawsher, Moukawsher & Walsh, LLC, 21 Oak Street, Suite 209, Hartford, CT 06106. A copy of the Settlement Agreement is also available for inspection at the Clerk's office, United States District Court, 915 Lafayette Boulevard, Bridgeport, CT or at the Clerk's offices located at 450 Main Street, Hartford, Connecticut or 141 Church Street, New Haven, Connecticut.

How do I get more information?
You can call Melissa Martineau at Moukawsher & Walsh, LLC at (860) 278-7000 to get answers to your questions about the settlement.

How do I contact Participants' Counsel?
You can call or write Participants' Counsel Thomas G. Moukawsher at Moukawsher & Walsh, LLC, 21 Oak Street, Suite 209, Hartford, CT 06106, (860) 278-7000.

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Moukawsher & Walsh, LLC (860) 278-7000 DATE: , 2007