UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS

Transcription

1 UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS ) IN RE LERNOUT & HAUSPIE ) CIVIL ACTION NO. SECURITIES LITIGATION ) 00-CV (PBS) ) ) THIS DOCUMENT RELATES TO: ) ALL ACTIONS ) ) DEADLINE FOR SUBMISSION: MARCH 31, PROOF OF CLAIM AND RELEASE IF YOU PURCHASED THE COMMON STOCK OF LERNOUT & HAUSPIE SPEECH PRODUCTS N.V. ( L&H ) ON THE NASDAQ STOCK MARKET OR PURCAHSED L&H CALL OPTIONS OR SOLD L&H PUT OPTIONS ON ANY UNITED STATES-BASED OPTIONS EXCHANGE BETWEEN APRIL 28, 1998 AND NOVEMBER 9, 2000, INCLUSIVE ("CLASS PERIOD"), YOU ARE A "CLASS MEMBER" AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT PROCEEDS. EXCLUDED FROM THE CLASS ARE: (i) KPMG LLP AND KLYNVELD PEAT MARWICK GOERDELER BEDRIJFSREVISOREN ( KPMG BELGIUM ), ANY PARTNERS OR PRINCIPALS OF KPMG LLP OR KPMG BELGIUM, MEMBERS OF THEIR IMMEDIATE FAMILIES AND THEIR LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS OR ASSIGNS, AND ANY PREDECESSORS OR SUCCESSORS OF KPMG LLP OR KPMG BELGIUM AND ANY ENTITY IN WHICH ANY OF THE ABOVE PERSONS OR ENTITIES HAVE OR HAD A CONTROLLING INTEREST; (ii) KPMG INTERNATIONAL AND ALL KPMG INTERNATIONAL MEMBER FIRMS (COLLECTIVELY KPMG INTERNATIONAL ); (iii) PAUL BEHETS, MEMBERS OF HIS IMMEDIATE FAMILY, AND HIS LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS OR ASSIGNS; (iv) L&H AND ANY PREDECESSORS OR SUCCESSORS OF L&H; (v) THE OFFICERS AND DIRECTORS OF L&H, MEMBERS OF THEIR IMMEDIATE FAMILIES AND THEIR LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS OR ASSIGNS, AND ANY ENTITY IN WHICH ANY OF THE ABOVE PERSONS OR ENTITIES HAVE OR HAD A CONTROLLING INTEREST; (vi) THE TRANSACTIONAL, ROCKER AND TRUSTEE PLAINTIFFS AS DEFINED IN THE STIPULATION OF SETTLEMENT; AND (vii) ANY DEFENDANTS NAMED IN THIS ACTION OR IN QUAAK V. DEXIA, S.A., 03-CV (PBS) (D. MASS.), MEMBERS OF THEIR IMMEDIATE FAMILIES AND THEIR LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS OR ASSIGNS, AND ANY ENTITY IN WHICH ANY DEFENDANT HAS OR HAD A CONTROLLING INTEREST. ALSO EXCLUDED FROM THE CLASS ARE ANY PUTATIVE CLASS MEMBERS WHO EXCLUDE THEMSELVES BY FILING A REQUEST FOR EXCLUSION IN ACCORDANCE WITH REQUIREMENTS SET FORTH IN THE SETTLEMENT NOTICE. IF YOU ARE A CLASS MEMBER AND YOU HAVE PURCHASED THE COMMON STOCK OF L&H ON THE NASDAQ STOCK MARKET OR PURCAHSED L&H CALL OPTIONS OR SOLD L&H PUT OPTIONS ON ANY UNITED STATES-BASED OPTIONS EXCHANGE BETWEEN APRIL 28, 1998 AND NOVEMBER 9, 2000, INCLUSIVE, YOU MUST COMPLETE AND SUBMIT THIS FORM IN ORDER TO BE ELIGIBLE FOR ANY SETTLEMENT BENEFITS. YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND MAIL IT BY FIRST CLASS MAIL, POSTMARKED NO LATER THAN MARCH 31, 2005, TO THE FOLLOWING ADDRESS: Lernout & Hauspie Securities Litigation c/o A.B. Data Ltd. P.O. Box Milwaukee, WI YOUR FAILURE TO SUBMIT YOUR CLAIM BY MARCH 31, 2005 WILL SUBJECT YOUR CLAIM TO REJECTION AND PRECLUDE YOUR RECEIVING ANY MONEY IN CONNECTION WITH THE SETTLEMENT OF THIS LITIGATION. DO NOT MAIL OR DELIVER YOUR CLAIM TO THE COURT OR TO ANY OF THE PARTIES OR THEIR COUNSEL, AS ANY SUCH CLAIM WILL BE DEEMED NOT TO HAVE BEEN SUBMITTED. SUBMIT YOUR CLAIM ONLY TO THE CLAIMS ADMINISTRATOR. 1

2 1. I purchased the common stock of L&H on the NASDAQ Stock Market or purchased L&H call options or sold L&H put options on any United States-based options exchange between April 28, 1998 and November 9, 2000, inclusive. (Do not submit this Claim if you did not purchase L&H common stock or call options or sell put options during this period.) 2. By submitting this Claim, I state that I believe in good faith that I am a Class Member as defined above and in the Notice of Proposed Settlement of Class Action with KPMG LLP, Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren and Paul Behets, Settlement Fairness Hearing And Motion For Attorneys Fees And Reimbursement of Litigation Expenses (the "Settlement Notice"), or am acting for such person; that I am not a Defendant in the Action or anyone excluded from the Class; that I have read and understand the Settlement Notice; that I believe that I am entitled to receive a share of the Net Settlement Fund; that I elect to participate in the proposed Settlement described in the Settlement Notice; and that I have not filed a request for exclusion. (If you are acting in a representative capacity on behalf of a Class Member (e.g., as an executor, administrator, trustee or other representative), you must submit evidence of your current authority to act on behalf of that Class Member. Such evidence would include, for example, letters testamentary, letters of administration or a copy of the trust documents.) 3. I have set forth, where requested below, all relevant information with respect to each purchase and sale of L&H common stock, call options and put options during the Class Period. I agree to furnish additional information (including transactions in other L&H securities) to the Claims Administrator to support this claim if requested to do so. 4. I have enclosed photocopies of the stockbroker's confirmation slips, stockbroker's statements, relevant portions of my tax returns or other documents evidencing each purchase, sale or retention of L&H common stock or options listed below in support of my claim. (IF ANY SUCH DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN A COPY OR EQUIVALENT DOCUMENTS FROM YOUR BROKER OR TAX ADVISOR BECAUSE THESE DOCUMENTS ARE NECESSARY TO PROVE AND PROCESS YOUR CLAIM.) 5. I understand that the information contained in this Claim is subject to such verification as the Claims Administrator may request or as the Court may direct and I agree to cooperate in any such verification. (The information requested herein is designed to provide the minimum amount of information necessary to process most simple claims. The Claims Administrator may request additional information as required to efficiently and reliably calculate your Recognized Claim. In some cases the Claims Administrator may condition acceptance of the claim based upon the production of additional information, including, where applicable, information concerning transactions in any derivatives of the subject securities such as options.) 6. RELEASE: Upon the occurrence of the Effective Date (as defined in the Stipulation of Settlement), I hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever settle, release and discharge the Settled Claims against the Released Parties as defined in the Settlement Notice. For purposes of this paragraph, Settled Claims shall collectively mean any and all claims (including Unknown Claims as defined in California Civil Code Section 1542), demands, rights, liabilities, and causes of action of every nature and description whatsoever, known or unknown, whether or not concealed or hidden, asserted or that might have been asserted, including, without limitation, claims for negligent misrepresentation, fraud, violations of any state, federal or foreign statutes, rules or regulations as against the Released Parties, arising out of purchases of L&H common stock on the NASDAQ Stock Market or purchases of call options to acquire L&H common stock or sales of put options related to L&H common stock on any United States-based options exchange during the Class Period that have been or could have been asserted in any forum directly by the Class Members against the Released Parties. Released Parties means: (i) KPMG LLP, its predecessors, successors and assigns or any current or former partners, principals, directors, officers, employees, attorneys, agents, insurers, coinsurers, and reinsurers of KPMG LLP; (ii) Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren and all other Belgian legal entities entitled to use the KPMG name, together with their affiliates and the predecessors, successors and assigns or any current or former partners, principals, directors, officers, employees, attorneys, agents, insurers, co-insurers, and reinsurers of Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren and such other Belgian legal entities and affiliates; (iii) KPMG International and all KPMG International member firms; and (iv) Paul Behets. It is understood that no named defendant in this Action or in the Dexia Action other than the KPMG Defendants constitutes a Released Party as that term is defined in the Stipulation of Settlement. I hereby warrant and represent that I have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof. NOTICE REGARDING ELECTRONIC FILES: Certain Claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic files. All Claimants MUST submit a manually signed paper Claim form listing all their transactions whether or not they also submit electronic copies. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the Claimant a written paper acknowledgment of receipt and acceptance of electronically submitted data. 2

3 Postmark No Later Than March 31, Statement of Claim UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS In re Lernout & Hauspie Securities Litigation Civil Action No (PBS) PROOF OF CLAIM AND RELEASE DO NOT USE RED INK, PENCIL OR STAPLES If you are a member of the Class (i.e., you purchased L&H common stock on the NASDAQ Stock Market or purchased L&H call options or sold L&H put options on any United States-based options exchange during the Class Period) and held those securities in your name, you are the beneficial purchaser or seller as well as the record purchaser or seller. If, however, you are a member of the Class and the L&H common stock, call options or put options you purchased or sold were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser or seller and the third party is the record purchaser or seller. In order to share in the proceeds of the Settlement, you must provide the following information concerning the beneficial and record owners of the L&H common stock, call options and put options that you purchased or sold during the Class Period: Last Name (Beneficial Owner) Claims Administrator Use Only First Name (Beneficial Owner) Last Name (Co-Beneficial Owner) First Name (Co-Beneficial Owner) Company/Other Entity (If Claimant is Not an Individual) Trustee/Nominee/Other Account Number (If Claimant is Not an Individual) Trust/Other Date (If Applicable) / / Address Address City State Zip Code - Foreign Province Foreign Zip Code Foreign Country Telephone Number (Day) Telephone Number (Night) ( ) - ( ) - Employer Identification Number Social Security Number Address Check one: Individual IRA Account Estate Trustee/Custodian Corporation Other (specify) 3 *C36905P1*

4 SCHEDULE OF TRANSACTIONS IN L&H COMMON STOCK ON THE NASDAQ STOCK MARKET 8. At the close of business on April 27, 1998, I owned the following number of shares of L&H common stock. 9. I made the following purchases of L&H common stock during the period between April 28, 1998 and November 9, 2000, inclusive: Date(s) of Purchase YY Number of Shares of Common Stock Purchased Purchase Price Per Share of Common Stock Purchase 10. I made the following sales of L&H common stock during the period between April 28, 1998 and February 7, 2001, inclusive: Date(s) of Sales YY Number of Shares of Common Stock Sold Sale Price Per Share of Common Stock Sale 11. At the close of business on February 7, 2001, I still owned the following number of shares of L&H common stock. IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS, PHOTOCOPY THIS PAGE Sign and print your name on each additional page 4 *C36905P2*

5 SCHEDULE OF TRANSACTIONS IN CALL OPTIONS ON L&H COMMON STOCK ON ANY UNITED STATES-BASED OPTIONS EXCHANGE 12. At the close of business on April 27, 1998, I owned the following number of call option contracts 4 on L&H common stock. 13. I made the following purchases of call options contracts on L&H common stock during the period between April 28, 1998 and November 9, 2000, inclusive: Date(s) of Purchase Number of Call Option Contracts Expiry Month & Year MM YY Strike Price Purchase Price Per Call Option Contract [E]xercised E[X]pired Exercised or Expiration Date 14. I made the following sales of call options contracts on L&H common stock during the period between April 28, 1998 and November 9, 2000, inclusive: Purchase, Exercise, Expiration Date(s) of Sales Number of Call Option Contracts Expiry Month & Year MM YY Strike Price Sale Price Per Call Option Contract E[X]pired [A]ssigned Expiration or Assignment Date Sale, Expiration, Assignment 15. At the close of business on November 9, 2000, I still owned the following number of unexpired call option contracts on L&H common stock. IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS, PHOTOCOPY THIS PAGE Sign and print your name on each additional page 4 Each call option contract covers 100 shares of L&H common stock. 5 *C36905P3*

6 SCHEDULE OF TRANSACTIONS IN PUT OPTIONS ON L&H COMMON STOCK ON ANY UNITED STATES-BASED OPTIONS EXCHANGE 16. At the close of business on April 27, 1998, I owned the following number of put option contracts 5 on L&H common stock. 17. I made the following sales of put options contracts on L&H common stock during the period between April 28, 1998 and November 9, 2000, inclusive: Date(s) of Sales Number of Put Option Contracts Expiry Month & Year MM YY Strike Price Sale Price Per Put Option Contract E[X]pired [A]ssigned Expiration or Assignment Date 18. I made the following purchases of put options contracts on L&H common stock during the period between April 28, 1998 and November 9, 2000, inclusive: Sale, Expiration Assignment Date(s) of Purchases Number of Put Option Contracts Expiry Month & Year MM YY Strike Price Purchase Price Per Put Option Contract [E]xercised E[X]pired Exercised or Expiration Date Purchase, Exercise, Expiration 19. At the close of business on November 9, 2000, I still owned the following number of unexpired put option contracts on L&H common stock. IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS, PHOTOCOPY THIS PAGE Sign and print your name on each additional page 5 Each put option contract covers 100 shares of L&H common stock. 6 *C36905P4*

7 ALL CLAIMANTS MUST COMPLETE EITHER SECTION 20 OR SECTION IF YOU ARE A UNITED STATES CITIZEN, RESIDENT OR ENTITY, please complete this Substitute Form W-9 and the certification that follows. SUBSTITUTE FORM W-9 FOR UNITED STATES CITIZEN, RESIDENT OR ENTITY Request for Taxpayer Identification Number: enter Employer Identification Number (EIN) below for the Beneficial Owner(s). For most individuals, this is your Social Security Number (SSN). The Internal Revenue Service (IRS) requires such Taxpayer Identification Number (TIN). If you fail to provide this information, your claim may be rejected. Employer Identification Number (for estates, trusts, corporations, etc.) CERTIFICATION Social Security Number (for individuals) UNDER THE PENALTIES OF PERJURY OF THE LAWS OF THE UNITED STATES OF AMERICA, I (WE) CERTIFY THAT ALL OF THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(c) of the Internal Revenue Code because: (a) I am (We are) exempt from backup withholding; or (b) I (we) have not been notified by the IRS that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified me (us) that I am (we are) no longer subject to backup withholding. NOTE: If you have been notified by the IRS that you are subject to backup withholding, please strike out the language that you are not subject to backup withholding in the certification above. 21. IF YOU ARE A NON-UNITED STATES CITIZEN, RESIDENT OR ENTITY, please complete this Substitute Form W-8 and the Certification that follows. SUBSTITUTE FORM W-8 FOR NON-UNITED STATES CITIZEN, RESIDENT OR ENTITY Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding Last Name First Name Country Check Appropriate Box: Individual Corporation Partnership Simple trust Grantor trust Complex trust Estate Government Disregarded entity Private foundation Central bank of issue International organization Tax-exempt organization Enter U.S. taxpayer identification number on appropriate line, if applicable. For individuals, this is your Social Security Number (SSN). If you are not an individual or you are an individual who is an employer or who is engaged in a U.S. trade or business as a sole proprietor, you must enter an Employer Identification Number (EIN). If you are a disregarded entity claiming treaty benefits as a hybrid entity, enter your EIN. If you are a non-united States citizen and have no SSN or EIN, please check Not Applicable. Employer Identification Number (for estates, trusts, corporations, etc.) Social Security Number (for individuals) Not Applicable 7 *C36905P5*

8 CERTIFICATION UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT: 1. I am (we are) the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates, 2. The beneficial owner(s) is (are) not a U.S. person, 3. The income to which this form relates is not effectively connected with the conduct of a trade or business in the United States or is effectively connected but is not subject to tax under an income tax treaty, and 4. For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person. Furthermore, I (we) authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am (we are) the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am (we are) the beneficial owner. The Internal Revenue Service does not require your consent to any provisions of this document other than the certifications required to establish your status as a non-u.s. person and, if applicable, obtain a reduced rate of withholding. 22. UNDER THE PENALTIES OF PERJURY OF THE LAWS OF THE UNITED STATES OF AMERICA, I (WE) CERTIFY THAT ALL OF THE INFORMATION PROVIDED ON THIS PROOF OF CLAIM AND RELEASE FORM IS TRUE, CORRECT AND COMPLETE. Signature of Claimant (If this claim is being made on behalf of Joint Claimants, then each must sign) (Signature) (Signature) (Capacity of person(s) signing, e.g. beneficial purchaser(s), executor, administrator, trustee, etc.) Date: 8

9 THIS PROOF OF CLAIM MUST BE POSTMARKED NO LATER THAN MARCH 31, 2005, AND MUST BE MAILED TO: Lernout & Hauspie Securities Litigation c/o A.B. Data, Ltd. P.O. Box Milwaukee, WI (866) or (414) A Claim received by the Claims Administrator shall be deemed to have been submitted when posted, if mailed by March 31, 2005, and if a postmark is indicated on the envelope and it is mailed First Class, and addressed in accordance with the above instructions. In all other cases, a Claim shall be deemed to have been submitted when actually received by the Claims Administrator. If you wish to be assured that your Claim is actually received by the Claims Administrator, then you should send it by Certified Mail, Return Receipt Requested. No acknowledgment will be made as to the receipt of claim forms. You should be aware that it will take a significant amount of time to process fully all of the Proofs of Claim and to administer the Settlement. This work will be completed as promptly as time permits, given the need to investigate and tabulate each Claim. Please notify the Claims Administrator of any change of address. DO NOT SUBMIT THIS CLAIM IF YOU HAD NO PURCHASES OF L&H COMMON STOCK ON THE NASDAQ STOCK MARKET OR NO PURCHASES OF L&H CALL OPTIONS OR SALES OF L&H PUT OPTIONS ON ANY UNITED STATES-BASED OPTIONS EXCHANGE BETWEEN APRIL 28, 1998 AND NOVEMBER 9, 2000, INCLUSIVE. ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE. Reminder Checklist: 1. Please sign the enclosed release and declaration. 2. Remember to attach supporting documentation. 3. Do not send original or copies of stock certificates. 4. Keep a copy of your claim form for your records. 5. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, Return Receipt Requested. 6. If you move, please send your new address to: Claims Administrator Lernout & Hauspie Securities Litigation c/o A.B. Data, Ltd. P.O. Box Milwaukee, WI