FILEDUNITED STATES DISTRICT COURT HARI 7 2000DISTRICT OF SOUTH CAROLINA

LARRY W. PROPES, CLERKCOLUMBIA. S. 0—

DAVID I. L. SUNSTEIN, on behalf ofhimself and all othcrs similarlysituated, Civil_ Action NO.

Plaintiff, 3- 00- 08 55 17SECURITIES FRAUD

-against- CLASS ACTION COMPLAINT

JOHN R. GRAINGER, JAMES R. BULLOCK,:LESLIE W. HAWORTH and LAIDLAW INC.,:

JURY TRIAL DEMANDEDDefendants.

Plaintiff, individually and on behalf of all other

persons similarly situated, by his undersigned attorneys, for his

complaint, alleges upon personal knowledge as to himself and his

own acts, and upon information and belief as to all others matters,

based upon the investigation made by and through his attorneys,

which investigation included, inter alia, a review of the public

documents and press releases of, Laidlaw Inc. ("Laidlaw or the

"Company"), Safety-Kleen Corp. ("Safety-Kleen I") and Laidlaw

Environmental Services, Tnc. ("Laidlaw Environmental").

NATURE OF ACTION

1. Plaintiff brings this action as a class action on

behalf of himself and all others persons, except defendants and

certain related parties, who purchased the common stock of Laidlaw

during the period October 15, 1997 through and including March 13,

n•nnKIMI

2000 (the "Class Period"), to recover damages caused by defendants'

violation of the Federal securities laws.

2. During the Class Period, defendants disseminated to

the investing public false and misleading financial statements and

press releases concerning the Company's publicly reported financial

condition and future prospects.

3. Moreover, between November 13, 1997 and March 20,

1998, the Company caused to be issued to the public in connection

with the merger between Safety-Kleen I and Laidlaw Environmental

(the "Merger"), false and misleading proxy, tender offer,

registration statements, and prospectuses (the "Disclosure

Documents"). The Disclosure Documents frequently incorporated by

reference false and misleading financial statements of Laidlaw

Environmental, which was renamed "Safety-Kleen Corp." after the

Merger ("Safety-Kleen II").

4. During the Class Period, the Company owned between

35 and 67 percent of the common stock of Laidlaw Environmental and

Safety-Kleen II. Before the Merger was complete, the entire board

of directors of Safety-KLeen I was replaced by Laidlaw and Laidlaw

Environmental board members. The three most senior executive

officers of Safety-Kloen I were replaced by senior executive

officers of Laidlaw and Laidlaw Environmental. The chief executive

and chief financial officers of Laidlaw sat on the boards of both

Laidlaw and Safety-Kleen II.

2

5. Throughout the Class Period, Laidlaw either

consolidated the financial condition and results of operations of

Laidlaw Environmental and Safety-Kleen II with its financial

reports, or separately reported upon them in both press releases

and filings with the Securities and Exchange Commission (the

Laidlaw's common stock price moved in tandem with Laidlaw

Environmental's and Safety-Kleen's common stock prices.

6. The materially false and misleading statements,

which are described in detail below, concerned Laidiaw 's financial

condition and results of operations, and were contained in public

statements, press releases, and filings with the SEC by the

Company.

7. As a result of these false and misleading

statements, the market price of the Company's common sLock was

artificially inflated during the Class Period.

8. On March 6, 2000, SafeLy-Kleen II announced the

suspension of its top three executive officers, formerly officers

at Laidlaw Environmental and Laidlaw because of "accounting

irregularities" found in the financial statements of Safety-Kleen

going back to at least 1998.

9. On the day of the March 6, 2000 announcement, the

price of Safety-Kleen II's common stock plunged 45% from the

previous day's closing price of $3.625, to close at $2.00 per

share. This decline was on volume of 5.3 million shares, compared

3

with average daily trading volume of 300,000. Laidlaw's common

stock price declined in tandem, falling 36%, on three times its New

York Stock Exchange average trading volume, from its previous day's

close of $4.00 per share to close at $2.563 per share on March 7,

2000.

10. On March 10, 2000, after the close of trading,

Safety-Kleen II issued a press release, announcing that

PricewaterhouseCoopers, LLP ("PWC") withdrew its audit opinions on

Laidlaw Environmental's and Safety-Kleen II's financial statements

fcr each of the three fiscal years ended August 31, 1999, 1998 and

1997, because of "accounting regularities."

11. On March 13, 2000, it was announced that the SEC

launched an investigation into Safety-Kleen II's accounting and

reporting -oractices. Safety-Kleen II also announced that it would

restate its financial results for the prior to years due to

"accoun,7_ing irregularities," and that there was an ongoing

investigation.

12. On this news, the Company's common stock fell once

again on March 14, 2000 to $1.0625 per share, almost 100%, from its

previous LLading day's closing price of $2.063 per share. This was

on trading volume of greater than eleven million shares. As

La-idlaw Environmental (Safety-Kleen II) accounted for a significant

percentage of Laidlaw's revenues and/or earnings for the fiscal

4

years ended August 31, 1999, 1998, and 1997, it is likely that

Laidlaw will also resLate its financial statements.

JURISDICTION AND VENUE

13. Plaintiff brings this action pursuant to Sections

10(b) and 20 of the Securities and Exchange Act of 1934 (the

"Exchange Act"), 15 U.S.C. §§ 78j, and 78t, and Rule 10h-5, 17

C.F.R. 240.10b-5 promulgated thereunder by the SEC.

14. This Court has jurisdiction in this action pursuant

to Section 27 of the Exchange Act, 15 U.S.C. 78aa; and 28 U.S.C.

§§ 1331.

15. Venue is proper in this District pursuant to Section

27 of the Exchange Act, and 28 U.S.C. §§, 1391(h) and (c). Laidlaw

Environmental's corporate headquarters is located in this District.

Thus, many of the acts giving rise to the violations complained of

herein, including the dissemination of false and misleacUng

information, occurred and had their primary effects in this

District.

16. In connection with the acts, transactions and

conduct alleged herein, defendants used the means and

instrumentalities of interstate commerce, including the United

States mails, interstate telephone communications and the

facilities of naLional securities exchanges and markets.

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• - • • • • •-•-

THE PARTIES

17. Plaintiff acquired shares of the Company's common

stock during the Class Period on the open market and was injured

thereby, as attested to in the attached Certificate of Named

Plaintiff.

18. Defendant Laidlaw is a Canadian corporation with its

principal executive offices at 3221 North Service Road, Burlington,

Ontario Canada L7R 3Y8. During the Class Period, Laidlaw was In

several lines of business: waste management, passenger services,

including . school bus and public transit services, healthcare

transportation services, and management of physicians' se:.-vices.

All lines of business took place in both the United States and

Canada. Laidlaw's common stock trades on the New York, Toronto and

Montreal stock exchanges. At September 30, 1999, there were

339,217,905 shares of the Company's common stock issued and

outstanding. The Company maintains a Web site at www.laidlaw.com

where it disseminates investor information including annual and

quar-zerly reports filed with the SEC and earnings releases for the

past several years.

(a) In or about May 1998, Iaidlaw owned and

controlled 67 percent of Lhe CONE10/1 stock of Laidlaw Environmental.

After the Merger, the Company's interest in Safety-Kleen II

fluctuated between 35 and 37 percent until August 1999. In August

1999, the Company "sold" to Safety-Kleen II $350 million of Safety-

6•

Kleen II convertible debentures for $200 million in cash and 11.321

million common shares of Safety-Kleen II, resulting in the

Company's ownership in Safety-Kleen increasing to 43.6 percent.

(b) Safety-Kleen II, formerly Laidlaw Environmental,

is a Delaware corporation which maintains its principal executive

offices at 1301 Gervais Street, Columbia, South Carolina. Safet y

-Kleen II was formed upon the merger of Laidlaw Environmental and

Safety-Kleen I in or about May 1998. Safety-Kleen I was merged

with and into Laidlaw Environmental, the surviving corporation,

which was then renamed Safety-Kleen subsequent to the Merger.

Safety-Kleen II trades on the New York Stock Exchange ("NYSE")under

the same symbol as the former entity Safety-Kleen I. Safety-Kleen

Il was and still is in the same businesses as Laldlaw Environmental

and provides industrial waste services designed to collect,

process, recycle, and dispose of hazardous and industrial waste

stream.

19. Defendant John R. Grainger ("Grainger") was the

Company's Chief Operating Officer and a director of the Company

since 1997. On December 20, 1999, upon Lhe "resignaLion" of

defendarc: James R. Bullock, Grainger became the Company's Chief

Executive Officer. Grainger was also on Lhe board of direcLors of

Safety-Kleen II during the Class Period. Because of Grainger's

positions with the Company, he had access to adverse, non-public

information about its business, finances, products, markets and

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present and future business prospects. Grainger signed reports

filed with 7..he SEC throughout the Class Period. As of October 13,

1999, Grainger beneficially owned 191,000 shares of the Company's

common stock. As of October 16, 1998, Grainger beneficially owned

30,000 shares of Safety-Kleen II's common stook.

20. Defendant James R. Bullock C'Buileck") was the

Company's Chief Executive Officer since 1993 until his

"resignation" on December 20, 1999. After the Merger, Bullock was

chairman of the board of directors of Safety-Kleen II. On

January 25, 2000, Bullock suddenly "resigned" from the board of

directors of Safety-Kleen II. In or about October 1999,.Bul-ock

beneficially owned 621,900 and 9,020 shares of Laidlaw and Safety-

Kleen II common stock, respectively. Bullock had owned 55,000

shares of Safety-Kleen II common stock only a year before. Because

of defendant Bullock's position with the Company, at all relevant

times hereto, he had access to adverse, non-public information

about its business, finances, products, markets and present and

future business prospects. Bullock signed materially false and

misleading statements filed with the SEC during the Class Period.

21. Defendant Leslie W. Haworth ("Haworth") was Chief

Financial Officer and Senior Vice President of the Company since

October 1990 and, prior thereto, was Vice President and Chief

Financial Officer since March 1992. Haworth was on the board of

directors of Safety-Kleen II during the Class Period. On

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October 18, 1999, Haworth beneficially owned 3,937 shares of

SafeEy-Kieen II common stook. Only a year earlier, Haworth had

owned 35,000 shares of Safety-Kleen II common stock. Haworth

received Laidlaw common stock opLions equivalent to 100,000,

60,300, and 60,000 shares for each of the fiscal years 1999, 1998,

and 1997, respectively. The Company reporLed no Laidlaw common

stock holdings for Haworth for each of the fiscal years ended

August 31, 1999, 1998 and 1997. Because of defendant Haworth's

position with the Company, he had access to adverse, non-public

information about its business, finances, products, markets and

present and future business prospects. Haworth signed the

materially false and misleading statements filed with the SEC

during the Class Period.

22. The defendants listed in paragraphs 19 through 21

are referred to herein as the "Individual Defendants."

23. The Individual Defendants, as officers and directors

Df the Company, were controlling persons of the Company within the

meaning of Section 20 of the Exchange Act. By reason of their

•oositions with the Company, they were able to and did, directly or

indirectly, in whole or in material part, control the content of

public statements issued by or on behalf of the Company. They

participated in and approved the issuance of such statements made

Throughout the Class Period, including the materially and false and

misleading statements identified herein.

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24. By reason of their positions with the Company, the

Individual Defendants had access to internal Company documents,

reports and other information, including the adverse non-public

information concerning the Company's services, financial condition,

and future prospects, and attended management and/or board of

directors meetings. As a result of the foregoing, they were

responsible for the truthfulness and accuracy of the Company's

public reports and releases described herein.

25. Laidlaw and the individual Defendants as officers

and directors of a publicly-traded company, had a duty to promptly

disseminate truthful and accurate information with respect to

Laidlaw and to promptly correct any public statements issued by or

on behalf uf the Company which had become false or misleading.

26. The Individual Defendants and Laidlaw knew or

recklessly disregarded the fact that the misleading statements and

omissions complained of herein would adversely affect the integrity

of the market for the Company's stock and would cause the price of

the Company's common stock to become artificially inflated. Each

of the defendants acted knowingly or in such a reckless manner as

to constitute a fraud and deceit upon plaintiff and the other

members of the Class.

CLASS ACTION ALLEGATIONS

27. Plaintiff brines this action as a class action

pursuant to Federal Rules of Civil Procedures 23(a) and (b)(3) on

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, 2

behalf of a class consisting of all persons and entities who

purchased the Company's common stock during the period from October

15, 1997 through March 13, 2000 inclusive (the "Class Period"), and

who suffered damages thereby (the "Class"). Excluded from the

Class are the defendants, members of the Individual Defendants'

families, any entity in which any defendant has a controlling

interest or is a part or subsidiary of or is controlled by the

Company, and the officers, directors, employees, affiliates, legal

representatives, heirs, predecessors, successors and assigns of any

of the defendants.

28. The members of the Class are so numerous that

joinder of all members is impracticable. While the exact number of

Class members is unknown to the plaintiff at this tine and can only

be ascertained through appropriate discovery, plaintiff believes

There are, at a minimum, thousands of members of the Class who

purchased the Company's common stock during the Class Period. The

Company had 330,211,905 million shares of its common stock

outstanding as of September 30, 1999.

29. Common questions of law and fact exist as to all

members of the Class and predominate over any questions affecting

solely individual members of the Class. Among the questions of law

and fact common to the Class are whether:

(a) the Federal securities laws were violated by

defendants acts as alleged herein;

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(b) the Company issued false and misleading

financial statements during the Class Period;

(c) the Individual Defendants caused the Company to

issue false and misleading financial statements during the Class

Period;

(d) defendants acted knowingly or recklessly in

issuing false and misleading financial statements;

(e) the market prices of the Company's securities

during the Class Period were artificially inflated because of the

defendants' conduct complained of herein; and

(f) the members of the Class have sustained-damages

and, if so, what is the proper measure of damages.

31. Plaintiff's claims are typical of the claims of the

members of the Class as plaintiff and members of the Class

sustained damages arisinc out of defendants' wrongful conduct in

violation of federal law as complained of herein.

32. Plaintiff will fairly and adequately protect the

interests of the members of the Class and has retained counsel

competent and experienced in class actions and securities

litigation. Plaintiff has no interests antagonistic to or in

conflict with those of the Class.

33. A class action is superior to other available

methods for the fair and efficient adjudication of the controversy

since joinder of all members of the Class is impracticable.

12 .

FurLhermore, because the damages suffered by the individual Class

members may be relatively small, the expense and burden of

individual litigation makes it impracticable for the Class members

individually to redress the wrongs done to them. There will be no

difficulty in the management of this action as a class action.

FRAUD ON THE MARKET ALLEGATIONS

34. Plaintiff will rely, in part, upon the presumption

of reliance established by the fraud-on-the-market doctrine in

that:(a) defendants made public misrepresentations or

failed to disclose material facts during the Class Period;

(b) the omissions and misrepresentations were

material;

(c) the securities of the Company traded in an

efficient market;

(d) the misrepresentations and omissions alleged

would tend to induce a reasonable investor to misjudge the value of

the Company's securities; and

(e) plaintiff and members of Lhe Class, who

purchased the Company's stock between the time the defendants

failed to disclose or misrepresented material facts and the time

the true facts were disclosed, without knowledge of the omitted or

misrepresented facts.

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,

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NO STATUTORY SAFE HARBOR

35. The statutory safe harbor provided for forward-

looking statements under certain circumstances does not apply to

any of the false statements pleaded in this complaint, because none

of the statements pleaded herein were identified as "forward-

looking statements" when made. Nor did meaningful cautionary

statements identifying important factors that could cause actual

results to differ materially from those in the statements accompany

Those staLements. To the extent that the statutory safe harbor

does apply to any statements pleaded herein deemed to be forward-

looking, the defendants are liable for those false forward-looking

statement, because at the time each of those statements were made

the speaker actually knew the forward-looking statement was false

and/or the statement was authorized and/or approved by an executive

officer of the Company, who actually knew that those statements

were false when made.

SUBSTANTIVE ALLEGATIONS

Background

36. Until the Merger, Laidlaw provided: (1) passenger

services, including school bus transportation and public transit

services, in the United States and Canada; (ii) emergency

healthcare services, including healthcare transportation and

physician practice management services in the United States, and;

(iii) through its 67 percent owned subsidiary, Laidlaw

14

Environmental, hazardous waste management services in the United

States and Canada.

37. The industry waste has been plagued with accounting

fraud arising from over-valuation of fixed assets, including

transportation vehicles and land fills, and the understatement of

liabilities arising from non-compliance with various Federal and

state environmental laws and regulations.

38. In the United States, Federal law imposes financial

responsibility on persons who are responsible for the release of

hazardous substance into the environmenL. Present and past owners

and operators of sites that release hazardous substances, as well

as generators, and transporters of the waste material, are jointly

and severally liable for remediation costs and environmental

damages. The Company is no exception to these problems.

39. For example, as of August 31, 1999, Safety-Kleen II

was notified that it was a "potentially" responsible party for

hazardous waste management at 51 locations.

40. On May 15, 1997, the Company merged its hazardous

waste services business into Rollins Environmental Services, Inc.

("Rollins"), which was renamed Laidlaw Environmental Services, Inc.

The consideration received in this transaction consisted of: (i)

$400 million in cash and assumption of debt, (ii) 120 million

common shares of Laidlaw Environmental, and (iii) a $350 million 12

15

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year 5% Convertible Debenture, resulting in Laidlaw's 67 percent

ownership of Laidlaw Environmental.

41. In total, 87.2%, 83.2%, and 86.0% of Laidlaw's

revenues were derived from the United States in fiscal 1999, 1998,

and 1997, respectively. Laidlaw's common stock trades under the

symbol "LDW" on the NYSE.

42. Safety-Kleen II provides industrial waste services

designed to collect, process, recycle, and dispose of hazardous and

industrial waste streams. Safety-Kleen II provides these services

from approximately 280 collection and processing locations in 45

states in the United States and seven Canadian provinces._

Defendants' Knowledge of Their Falseand Misleading Statements when Made

The Financial Relationship Between Laillaw and Safetv-Kleen

43. Laidlaw Environmental was incorporated in Delaware

in 1968. Laidlaw Environmental was, until the Merger, 67 percent

owned by -Laidlaw. Subsequent to the Merger, Laidlaw owned

approximately 35 percent of the Company until August 1999 when it

increased its investment once again.

44. In or about August 1999, Laidlaw sold to Safety-

KLeen II $350 million of Safety-Kleen II convertible debt it was

ho]ding to Lhe Company for $200 million in cash and 11.32 million

shares of the Company's common stock, thereby increasing its

holdings to 43.6%.

16

45. Laidlaw Environmental accounted for 18.7% and 33.9%

of the Company's revenues from September 1, 1998 through March 1,

1998, and all of fiscal 1997, respectively. For fiscal 1999 and

1998, Safety-Kleen II accounted for greater Lhan 10% of the

Company's total assets. The Company guaranteed $75.7 million of

Safety-Kleen IT's debt at August 31, 1999.

46. Laidlaw Environmental's financial statements were

consolidated with Laidlaw's financials until March 1, 1998.

Thereafter, Laidlaw reported its share of Safety-Kleen

earnings as "equity fr) earnings of subsidiary." For fiscal 1997,

Laidlaw Environmental contributed an approximate $116 million loss

to Laidlaw's net income from continuing operations of $17.6

million. In fiscal 1998, Safety-Kleen II, including the one-time

transaction gain related on the Merger contributed greater than

$103 million to the Company's income from continuing operations of

$268.9 million. Finally, for fiscal 1999, Safety-Eleen II

accounted for approximately $30 million of the reported $166.3

million income from continuing operations of Laidlaw.

47. These amounts were material to Laidlaw's earnings.

Accordingly. Laidlaw will likely restate its financial statements

for any periods that Laidlaw Environmental and Safety-Kleen II

must. Finally, PC was the auditor for both Laidlaw and Laidlaw

Environmental throughout the Class Period.

17

The Merger and Interlocking Management of Laidlaw and Safetv-Kleen

48. In August 1997, Safety-Kleen I announced that its

Board had engaged the services of an investment advisor, William H.

Blair & Co. ("William Blair"), to "manage the process of exploring

strategic options for enhancing shareholder value."

49. On November 13, 1997, the Company caused Laidlaw

Environmental to file with the SEC on Form S-4, a registration

statement and prospectus (the "Registration Statement") announcing

its intention to acquire for a combination of stock and cash all of

the common stock outstanding of Safety-Kleen I. The Registration

Statement contained and/or incorporated by reference the fiscal

1997 financial statements of Laidlaw Environmental, and was signed

by defendants Bullock, Grainger, and Haworth.

50. On November 20, 1997, Safety-Kleen I entered into a

merger agreement with an investment group called "SK Acquisition

Corp." At a s pecial meeting of the Company's shareholders on March

9, 1998, Safety-Kleen I failed to receive the necessary two-thirds

vote to approve the proposed merger.

51. On March 10, 2998, various senior executives and

board members of Safety-Kleen I met with Kenneth W. Winger,

President and Chief Executive Officer of _Laidlaw Environmental

("Winger"), and Laidlaw Environmental's financial advisor to reach

an agreement on the acquisition of Safety-Kleen I by Laidlaw

Environmental.

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52. Winger had been with Laidlaw in various capacities

since May 1991. Winger became President of Laidlaw Environmental

Services Division, the Company's hazardous waste group in July

1995, and President and Chief Executive Officer of Laidlaw

Environmental upon its merger with Rollins Environmental Services,

Inc. in May 1997. Prior thereto, Winger was Vice PresidenL,

Corporate Development of Laidlaw Waste Systems, a division of the

Company, and Senior Vice President, Corporate Development of

Laidlaw from May 1991.

53. Various meetings, negotiations and presentaLions

took place between March 10, 1998 and March 13, 1998. On March 14,

1993, Safety-Kleen and Laidlaw Environmental entered into a

confidentiality agreement. The value to the Safety-Kleen I

shareholders of this $2.2 billion merger, was $30 per share.

54. Between March 18 and March 20, 1998, one dozen

insiders of Safety-Kleen I, including the Chief Executive Officer,

Donald W. Brinckman, the Chief Operating Officer, Joseph Chalhoub,

and several board members sold over 864,000 shares of Safety-Kleen

common stock at prices ranging between $27.43 to $28.50 per share.

55. On April 4, 1998, "as contemplated in the Merger

Agreement," the entire Safety-Kleen I board resigned, and was

replaced by Laidlaw Environmental and Laidlaw Tno. hoard members,

including defendants Bullock, Haworth, and later Grainger.

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56. By April 7, 1998, Laidlaw Environmental had acquired

approximately 94 percent of the issued and outstanding stock of

Safety-Kleen I. Contemporaneous with the Merger all former board

members resigned, and Laidlaw and Laidlaw Environmental management

took over the board and all executive positions of Safety-Klcen II.

57. As more than one article noted, all three senior

executives and board members that were placed on 'administrative

leave" on March 6, 2000 by Safety-Kleen II were formerly Laidlaw

Environmental and Laidlaw boart members andlor executives.

False and Misleading Statements During the Class Period

58. On October 15, 2997, the Individual Defendants

caused the Company to announce "Laidlaw Posts Solid Income Growth"

for the fiscal year ended August 31, 1997.

Consolidated revenue for the fiscal year(excluding solid waste) was $3.031 billion, a32% increase over the $2.296 billion reportedfor fiscal 1996.

Income from continuing operations, beforepreviously announced restructuring charges andunusual items, increased 76% to $199.9 millionor $0.63 per share from the $113.5 million or$0.39 per share for fiscal 1996.

Tncome from continuing operations, beforeinterest, taxes, unusual items and therestructuring charges, increased 42% to $330.9million from $231,.0 million for fiscal 2996.Income Passenger \Servioescreas .ed 29% to149.5 million frOm„ $115.9 million, fromHealthcare Services -$113.7 million up 105%from $55.5 million and for EnvironmentalServices $67.7 million up 10% from $61.6million.

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Net income increased 277% to $61-.5 million or$1.92 per share compared with $161.8 millionor $0.55 per share for its 1996 fiscal year.Net income includes income from the company'sdiscontinued solid waste operations of $15.6million or $0.05 per share in 1997 comparedwith $44.6 million or $0.15 per share in 1996as well as a previously announced gain on saleof these operations of $549.7 million or $1.73per share. An average of 317.1 million shareswas outstanding in the Period, an 8% increaseof over the 293.2 million for the 1996 fiscalyear.

Laidlaw Environmental achieved nearly a fullpoint increase to 9.5% compared with 8.5% lastyear, the operating efficiencies of the mergerwith Hollins were primarily responsible.

Laidlaw acquired annualized revenues of $1.295billion during fiscal 1997. Healthcare -Services acquisitions brought $829.4 million;Passenger Services, $213.6 million, andEnvironmental Services $251.5 million.

Commenting on the results, Laidlaw's presidentand CEO, James R. Bullock, said,

"We have fundamentally changed the nature ofLaidlaw's business during fiscal 1997. Wesold our solid waste operations, expanded andnow separately operate our hazardous wastebusiness. We've concentrated our growth inbusinesses which provide essential services topeople -- passengers and patients."

59. The preceding statements were false and misleading

because the Company failed to disclose that income from continuing

operations, net income, earnings per share, and earnings before

income taxes were overstated because of accounting irregularities.

60. On the same day, October 15, 1997, the Individual

Defendants caused the Company to file with the SEC on Corm 10-K,

2]

:its annual report for the fiscal year ended August 31, 1997 (the

'1997 Form 10-K"). The 1997 Form 10-K was signed by defendants

Bullock and Haworth. The 1997 Form 10-K incorporated by reference

the Company's annual report, which repeated the same, earnings from

continuing operations, net income and earnings per share figures as

contained in the October 15, 1997 press release. In addition, the

1997 Form 10-K stated the following, in the notes no the financial

satements, contained in the annual report:

The consolidated financial statements ofLaidlaw Inc. (the "Company") have beenprepared in accordance with accountingprincipals generally accepted in Canada("Canadian GAAP") and all figures arepresented in U.S. dollars, as the majority ofthe Company's operating assets are located inthe United States. Except as indicated inNote 18, the consolidated financial statementsconform, in all material respects, withaccounting principles generally accepted inthe United States ("U.S. GAAP").

61. In addition, the annual report contained in the 2997

Form 10-K, contained the audit opinion of PWC, which stated in

relevant parL:

In our opinion, these consolidated financialstatements present fairly, in all materialrespects, the financial position of theCompany as at August 31, 1997 and 1996 and theresults of its operations and the changes inits financj.al position for each of the Lhreeyears in the period ended August 31, 1997 inaccordance with Canadian generally acceptedaccounting principles.

62. The statements contained in paragraphs 58 and 59

were false and misleading because of the reasons stated at

22 .

;

paragraph 59, and because the Company's financial statements were

not prepared in accordance with either U.S. or Canadian GAAP.

63. On January 12, 1998, the Individual Defendants

caused the Company to issue a press release announcing the results

of operations for the 1998 first fiscal quarter ended November 30,

1997:

Laidlaw's First Quarter Income From ContinuingOperations up 47 Percent - Increases Dividend

BURLINGTON, Ont., Jan. 12, 1998 - Laidlaw Inc.has reported income from continuing operaLionsfor its first quarter of fiscal 1998, endedNovember 30, 1997, has increased 47% to $82.0million •U.S.) from Lhe $55.9 million reportedfor the same period last year. On a per sharebasis the company reported 25 cents comparedwith 18 cents.

Consolidated operating margins, strengthenedto 13.9% from the 12.7% reported for theperiod in 1997. Margins in passenger servicesincreased to 15.7%, due to acquisitions andthe continuing focus on existing lower margincontracts. Hazardous waste management marginsjumped to 15.1% from the 8.6% of last year'squarter, as a result of the combination ofLaidLaw Environmental Services with RollinsEnvironmental Services and the subsequentresLructuring and synergies achieved.

Consolidated revenue for the quarter was$1.094 billion, a 56% increase from the $702.9million reported for the same period in fiscal1997.

Commenting on the quarter, James R. Bullock,Laidlaw's CEO said:

"With our quarterly revenues surpassing $1billion for the first time, we've had an

23

outstandina start to fiscal 1998. For thebalance of the year, we are well positioned toaddress the challenges of the U.S. healthcaresystem and expect= continuing strength in ourtransportation business. We are alsoencouraged by the dramatically improvedperformance of Laidlaw EnvironmentalServices."

64. The preceding statements were false and misleading

for the reasons stated at paragraph 59.

65. On January 13, 1998, the Individual Defendants

caused the Company to file on Form 10-Q its 1998 fiscal first

quarter report (the "1998 First 10-Q"). The 1998 First 10-Q

contained the same earnings from continuing operations, net Income

and earninas per share figures as did the January 12, 1998 press

release and was signed by defendants Bullock and Haworth. In

addition, the 1998 First 10-Q stated the following:

The accompanying interim consolidatedfinancial statements of Laidlaw Inc. have beenprepared in accordance with the instructionsto Form 10-Q and Rule 10-01 of Regulation S-Xand in accordance with accounting principlesgenerally accepted in Canada ('Canadian GAAP")which conform, in all material respects;except as indicated in Note 5), withaccounting principles generally accepted inthe U.S. ("U.S. GAAP"). . In Lhe opinion ofmanagement, all adjustments considerednecessary for fair oresentation have beenincluded; all such adjustments are of anormal, recurring nature.

66. The preceding statements made in the 1998 First 10-Q

were false and misleading for the reasons stated at paragraph 59,

24

:

and because: (i) the statements were not prepared in accordance

with either Canadian or U.S. GAAP, and (ii) "all adjustments

considered necessary for fair presentation [were not made]."

67. On April 8, 1998, the Individual Defendants caused

the Company Lo issue the following press release announcing

Laidlaw's 1998 fiscal second quarter results of operations.

Laidlaw Second Quarter Income From ContinuingOperations Up 45%

Laidlaw Inc. reported income from continuingoperations of $69.1 million or $0.21 per sharefor its second quarter ended Eebruary 28,1998. Income includes a pre-tax gain of $16.7million -- $10.0 million after-tax or threecents per share -- from the December 1997 sale -cf the company's dialysis and diseasemanagement business. In the comparablequarter last year, income from continuingnperaticns (before a restructuring charge) was$47.7 million or $0.15 per share. While netincome, for the 1998 quarter was also $69.1million or $0.21 per share, in the 1997quarter, ln addition to the $47.7 million fromcontinuing operations, the company alsorecorded an after-tax gain on the sale of itssolid waste business of $549.7 million --$1.75 per share, income from discontinuedsolid waste operations of $2.6 million - onecent per share, as non-recurring items. As aresult, net income was $578.3 million or $1.84per share.

Consolidated revenue increased 48% to $1.026billion from the $694.5 million one year ago .. . while revenue at Laidlaw EnvironmentalServices increased 11.3% to $173.2 millionfrom $155.6 million.

Consolidated operating margins increased to11.1% from 9.7% (before the restructuring

25

charge). Restructuring benefits and operatingsynergies achieved as a result of the May,1997 reverse take over of RollinsEnvironmental Services, Inc. resulted inimproved margins at Laidlaw EnvironmentalServices of 11.4% compared with 5.5%.

The quarter is generally in line with ourexpectations. Our passenger services grouphad outstanding results. .

"Laidlaw Environmental's offer to shareholdersof Safety-Kleen Corp. has been successfullycompleted with 94% of the outstanding Safety-Kleen shares being tendered to the offer,which closed March 31. As a result, beginningwith its third quarter, Laidiaw Inc. will nolonger consolidate Laidlaw Environmental'sresult and will commence accounting for its35% interest in the company by the equitymethod. As Laidlaw Environmental's senior .managers have gained direct access to Safety-Kleen's operations in recent days, they arceven more confident in the opportunitiesavailable to increase value to theirshareholders.

68. The preceding statements were false and misleading

for the reasons stated at paragraph 59.

69. On the same day, April 8, 1998, the Individual

Defendants caused the Company to file with the SEC on Form 10-Q its

quarterly report for the 1990 fiscal second quarter (the "1998

Second 10-Q"). The 1998 Second 10-Q was signed by defendants

Bullock and Haworth and contained the same earnings from continuing

operations, net income and earnings per share figures as the April

8, 1998 press release. Further, the 1998 Second 10-Q also

contained the statements made a paragraph 65.

26

70. The 1998 Second 10-Q was false and misleading for

the reasons stated at paracraphs 59 and 66.

71. On July 9, 1998, the Individual Defendants caused

the Company to issue the following press release announcing

Laidlaw's 1998 fiscal third quarter results of operations.

Ladlaw Third Quarter Operating Tncome Up 21%

Laidlaw inc. reported income from continuingoperations (before a dilution gain andrestructuring charges) for its third quarterended May 31, 1998, increased 21% to $85.0million or $0.26 per share compared with $70.2million or $0.22 per share for the same periodin 1997.

Laidlaw Inc.'s interest in LaidlawEnvironmental Services, now doing business asSafety-Kleen Corp. (NYSE:SK), has been reducedto Laidlaw Environmental's issuance of 166.5million shares in connection with itsacquisition of Safety-Kleen. Therefore,beginning this quarter, LaidlawEnvironmental's financial results aredeconsolidated from those of Laidlaw Inc., andaccounted for by the equity method..

The two non-recurring items in the currentquarter result from Laidlaw Environmental'sacquisition of Safety-Kleen Corp. Theissuance of Laidlaw Environmental shares at $41/8 in part payment for Safety-Kleen resultedin a $100.7 million or $0.30 per sharedilution gain to Laidlaw Inc. LaidlawEnvironmental recorded restructuring chargestotaling $50.8 million after tax, relating tofacility closures, severance costs and therefinancing of its credit facility. LaidlawInc.'s portion of these charges is $17.7million or $0.05 per Laidlaw share.

72. The July 8, 1998 press release was false and

misleadng for the reasons stated at paragraph 59.

27

73. On July 9, 1998, the Individual Defendants caused

the Company to file with the SEC on Form 10-Q, its quarterly report

for the 1998 fiscal third quarter (the "1998 Third 10-Q"). The

1998 Third 10-Q was signed by defendants Bullock and Haworth and

contained the same earnings from continuing operations, net income

and earnings per share figures as were in the July 8, 1998 press

release. Further, the 1998 Third 10-Q also contained the same

statements made at paragraph 65.

74. The 1998 Third 10-0 was false and misleading for the

reasons stated at paragraph 66, because, even though Safety-Kleen

II's financial results were now being re ported on the "equity

method" instead of being consolidated, the earnings of Safety-Kleen

IT included in laidlaw's net income and earnings per share figure

were not accounted for in accordance with GAAP because of

accounting irregularities.

75. On October 14, 1998, the Individual Defendants

caused the Company to issue a press release announcing Laidlaw's

1998 fiscal fourth quarter and annual results of operations.

Laidlaw 4' Quarter Operating Income Increases37%

Laidlaw Inc. has reported operating income,before interest and taxes, from its passengerand patient service businesses for the threemonths ended August 31, 1998 has increased 37%to $38.0 million from $27.7 million for thesame period one year ago. Income from itsinterest in Laidlaw Environmental ServicesInc., now operating as Safety-Kleen Corp.,restated to reflect the equity method of

28

accounting in both periods, increased 49% to$7.7 million from $5.5 million. LaidlawInc.'s interest in Safety-Kleen is 35%compared with 67% at fiscal 1997 year end.

76. The October 14, 1998 press release was false and

misleading for the reasons stated at paragraph 59.

77. On October 16, 1998, the Individual Defendants

caused the Company to file with the SEC on Form 10-K the Company's

annual re-port, incorporated by reference, for the 1998 fiscal year

ended August 31, 1998 (the "1998 Form 10-K"). The 1998 Form 10-K

was signed by all of the Individual Defendants and contained the

same earnings from continuin g operations, net income and earnings

per share figures as the October 14, 1998 press release and the

following statements contained in the financial statements:

The consolidated financial statements ofLaidlaw Inc. (the "Company") have beenp repared in accordance with accountingprincipals generally accepted in Canada("Canadian GAAP") and all figures are°resented in U.S. dollars, as the majority ofthe Company's operating assets are located inthe United States. Except as indicated inNote 18, the consolidated financial statementsconform, in all material respects, withaccounting principles generally accepted inthe United States (-U.S. CAAF").

78. In addition, the annual report contained in the 1998

Form 10-K, contained the audit opinion of PWC, which stated in

relevant part:

In our opinion, these consolidated financialstatements present fairly, in all materialrespects, the financial position of theCompany as at August 31, 1998 and 1997 and the

29

results of its operations and the changes inits financial position for each of the threeyears in the period ended August 31, 1998 inaccordance with Canadian generally acceptedaccounting principles.

79. The statements contained in paragraphs 77 and 78

were false and misleading because of the reasons stated at

paragraph 59, and because the Company's financial statements were

not prepared in accordance with either U.S. or Canadian GAAP.

80. On January 12, 1999, the Individual Defendants

caused the Company to issue the following press release announcing

the results of operations for the 1999 first fiscal quarter.

Laidlaw First Quarter Income Up

Laidlaw Inc. has reported net income for itsfirst 1999 fiscal quarter ended November 30,1998 increased 4% to $85.3 million or $0.26per share compared with $82.0 million or $0.25per share for the 1998 quarter.

Operating income from Laidlaw's passenger andpatient service businesses, before interestand taxes, was $113.5 million compared with119.7 million for the same period one yearago. Operating margin was 12.6% compared with13.6%. Income form its interest in Safety-Kleen Corp., restated to reflect the equitymethod of accounting in both periods,increased to $9.9 million from $6.8 millionfor the quarter.

81. The preceding statements regarding income from

continuing operations, net income and earnings per share were false

and misleading for the reasons stated at paragraph 59.

30

82. On the same day, January 12, 1999, the Individual

Defendants caused the Company to file with the SEC on Form 10-Q

Laidlaw's 1999 fiscal first quarter report (the "1999 First 10-Q").

The 1999 First 10-Q was signed by defendants Bullock and Haworth

and contained the same earnings from continuing operations, net

income and earnings per share amounts as the January 12, 1999 press

release. In addition, the 1999 First 10-Q contained the statements

made at paragraph 65.

83. The 1998 First 10-Q was false and misleading for the

reasons stated at paragraphs 59 and 66.

84. On April 8, 1999, the Individual Defendants caused

7_11c, Company to issue a press release announcing the results of

opera7Aons for the 1999 second fiscal quarter.

Laidlaw Second Quarter Results and AmbulanceRestructuring Plan

BURLINGTON, ON, April 8/CNW/ Laidlaw Inc.reported income (before an unusual income taxcharge) for the three months ended February28, 1999 was $36.9 million or $0.12 per sharecompared with $69.1 million or $0.21 per sharelast year.

After restating results to reflect the equitymethod of accounting for the company's 36%interest in Safety -Kleen Corp., operaLingincome from the passenger and patient servicesbusinesses, before interest and taxes, was$68.2 million compared with $94.5 million inthe year-ago period. Consolidated operatingmargin was 8.1% compared with 11.1%. Incomefrom Safety-Kleen was $6.6 million comparedwith $2.4 million last year.

31

85. The statements contained in the preceding paragraph

were false and misleading for the reasons stated at paragraph 59.

86. On or about the same day, April 8, 1999, the

Individual Defendants filed wiLh the SEC on Form 10-Q Laidlaw's

quarterly report for the 1999 fiscal second quarter (the "1999

Second 10-Q"). Defendants Bullock and Haworth signed the 1999

Second 10-Q. The 1999 Second 10-Q contained the same earnings from

continuing operations, net income and earnings per share figures as

did the April 8, 1999 press release. The 1999 Second 10-Q also

contained the same statements made at paragraph 65.

87. The 1999 Second 10-Q was false and misleading for

the reasons stated at paragraphs 59 and 66.

88. On July 8, 1999, the Individual Defendants caused

the Company to announce Laidlaw's 1999 fiscal third quarter results

of operations in a press release.

Laidlaw Reports Third Quarter Results andProgress in Ambulance Unit Restructuring

BURLINGTON, ON, July 8/CNW/ Laidlaw Inc.reported income for its third fiscal quarterended May 31, 1999, before a previouslyannounced restructuring charge in itsambulance services segment, was $57.8 million,or $0.17 per share, compared with $85.0million, or $0.26 per share, before a dilutiongain and restructuring charge associated withthe company's interest in Safety-Kleen Corp.,reported in the comparable 1998 quarter.Income from Safety-Kleen was $10.8 millioncompared with $7.0 million.

32

, =“

The ambulance services restructuring charge of$285.0 million after-tax, or $0.86 per share,resulted in a net loss for the current periodof $227.2 million, or $0.69 per share,compared with net income of $168.0 million, or$0.51 per share, including the Safety-Kleen-related $100.7 million, or $0.30 per share,dilution gain and $17.7 million, or $0.05 pershare, restructuring charge.

89. The July 8, 1999 press release was false and

misleading for the reasons stated at paragraph 59.

90. On or about the same date, July 8, 1999, the

Individual Defendants filed on Form 10-Q with the SEC Laidlaw's

quarterly report for the fiscal third quarter ended May 31, 1999

(the "1999 Third 10-Q"). Deiendam:s Bullock and Haworth signed the

1999 Third 10-Q, which contained the same earnings from continuing

operations, net income and earnings per share figures as did the

July 8, 1999 press release. The 1999 Third 10-0 also contained the

same statements made at paragraph 65.

91. The 1999 Third 10-0 was false and misleading for the

reasons stated at oaragraphs 59 and 66.

92. On October 14, 1999, the Individual Defendants

caused the Company to issue a press release announcing Laidlaw's

1999 fiscal fourth quarter and year end results.

BURLINGTON, ON, Oct. 14/CNTV - Laidlaw Inc.reported income from continuing operations(including equity income from Safety-Kleen),before all unusual charges, for the quarterending August 31, 1999, of $17.0 million(U.S.) or five cents per share compared with

33

$11.2 million or three cents per share for thesame quarter in 1998.

Income from continuing operations, before non-recurring items, increased to $192.7 millionor 58 cents per share form $185.9 million or56 cents per share for fiscal 1998.

After special income tax charges of $21.0million relating to the settlement with theU.S. Internal Revenue Service and thecompany's $5.4 million share of the Safety-Kleen fourth-quarter tax charge, in totalrepresenting eight cents per share, incomefrom continuing operations was $166.3 millionor 50 cents per share compared with $268.9million or 81 cents per share for fiscal 1998. -Items relating to Safety-Kleen in 1998 - adilution gain of $100.7 million andrestructuring charge of $17:7 million -contributed net 25 cents to per-shareearnings.

*

After allocation of interest and taxes, incomefrom discontinued operations for the 1999fiscal year, before charges, was $3.5 millionor one cent per share compared with $77.1million or 24 cents per share in 1998.

4-

The net loss for 1999, after unusual chargesand the anticipated loss on sale of thediscontinued operations of $1.29 billion or$3.89 per share, was $1.12 billion or $3.39per share. Net income after the dilution gainand restructuring charge in 1998 was $346.0million or $1.05 per share. There was anaverage of 330.2 million shares outstanding infiscal 1999 compared with 329.6 million in1998.

34

Consolidated revenue from continuinuoperations increased to $2.26 billion comparedwith $2.06 billion, including $384.8 millionfrom Safety-Kleen, for fiscal 1998.

Commenting on the results, Laidlaw presidentand CEO, James R. Bullock, said:

"Obviously, the past year has been extremelychallenging for Laidlaw. The disappointingresults ni our healthcare operations hurt ourperformance.

With our decision to divest the healthcareoperations as well as our interest in Safety- .Kleen, we will strengthen our balance sheet,ready the company for focus growth in our busoperations and deliver Im proving shareholdervalue in the year ahead."

93. The preceding statements were false and mi.sleading

for the reasons stated at paragraph 59.

94. On or about the same day, October 14, 1999, the

Individual Defendants filed with the SEC on Form 10-K, by

incorporation by reference, the Company's annual report for the

fiscal year ended August 31, 1999 (the "1999 Form 10-K"). The 1999

Form 10-K was signed by all the Individual Defendants.

95. In addition to the net income from continuing

operations, net income and earnings per share figures that were

repeated from the October 14, 1999 press release the 1999 Form 10-K

also stated the following:

35

,

The consolidated financial statements ofLaidlaw Inc. (the "Company") have beenprepared in accordance with accountingprincipals generally accepted in Canada("Canadian GRAP") and all figures arepresented in U.S. dollars, as the majority ofthe Company's operating assets are located inthe United States. Except as indicated inNote 18, the consolidated financial statementsconform, in all material respects, withaccounting principles generally accepted inthe United States ('U.S. GAAF").

96. In addition, the annual report contained in the 1999

Form 10-K, contained the audit opinion of ?WC, which stated in

relevant part:

In our opinion, these consolidated financialstatements present fairly, in all material .respects, the financial position of theCompany as at August 31, 1999 and 1998 and theresults of its operations and the changes inits financial position for each of the threeyears in the period ended August 31, 1999 inaccordance with Canadian generally acceptedaccounting principles.

97. The statements contained in paragraphs 95 and 96

were false and misleading because of the reasons stated at

paragraph 59, and because the Company's financial statements were

not prepared in accordance with either U.S. or Canadian GAAP.

98. On January 11, 2000, the Individual Defendants

caused the Company to issue a press release announcing Laidlaw's

2000 fiscal first quarter ended results of operations.

Laidlaw Inc. First Quarter Income FromOperations Up 14%

Laidlaw Inc. has reported operating income,before inLerest, taxes and amortization

36

(EB1TA), from its school, intercity and publictransit operations increased 14% to $97.0million, for its fist 2000 fiscal quarterended November 30, 1999, compared with the$85.0 million reported for the same period in1999.

Income from continuing operations was $52.9million, or $0.16 per share, compared with$75.6 million, or $0.23 per share, for the1999 quarter which included approximately $15million after tax, or $0.05 per share, fromcertain one-time items of other incomeincluding a gain on the sale of shares ofRenal Care Croup Inc. of approximately $6million after tax. The company's 44% interestin Safety-Kleen Corp. contributed $10.8million in equity income in the currentquarter, compared with $9.9 million last year, .when the ownership was 26%.

Net income for the current quarter was $52.9million, or $0.16 per share, compared with$85.3 million, or $0.26 per share, in 1999.The 1999 quarter included $9.7 million or$0.03 per share from the since-discontinuedhealthcare operations.

99. The January 11, 2000 press release was false and

misleading for the reasons stated at paragraph 59.

100. On or about the same day, January 11, 2000, the

Individual Defendants caused the Company to file on Form 20-Q

Laidlaw's quarterly report for its 2000 fiscal first quarter (the

"2000 First 10-Q"). Defendants Grainger and Haworth signed the

2000 First 10-Q.

37

101. The 2000 First 10-Q conzained the same income from

operations, net income and earnings per share figures as did the

January 14, 2000 press release. In addition, the 2000 First 10-Q

contained the statements at paragraph 65.

102. The 2000 First 10-Q was false and misleading for the

reasons stated at paragraphs 59 and 66.

103. On January 25, 2000, the it was announced that

defendant Bullock resigned purportedly zo 'compl[y] with a

requirement of Laidlaw . . .." However, the Dow Jones & Company

release continued, "[n]cp further information on the reasons for

the resignation was immediately available."

The Truth Begins To Emerges

104. On March 6, 2000 Safety-Kleen II "announce[d an]

Internal investigation of Accounting Practices:"

COLUMBIA, S.C., March 6/PRNewswire/ -- Safety-Kleen Corp. (NYSE:SK) announced today that ithas initiated an internal investigation of itsprior reported financial results and certainof its accounting policies and practicesfollowing receipt by the Company's Board ofDirectors of information alleging possibleaccounting irregularities that may haveaffected the previously reported financialresults of the Company since fiscal year 1998.The Board has appointed a special committee,consisting solely of four independent outsidedirectors of the Company, to spearhead theinternal investigation, and has engaged ShawPittman and Arthur Andersen LLP to conduct athorough and comprehensive investigation ofthese matters. Pending the outcome of theinvestigation, the Board also placed KennethW. Winger, Michael J. Bragagnolo, and Paul R.Humphreys, the Company's Chief Executive

38

,

Officer, respectively, on administrativeleave. In addition, the Board has electedGrover C. Wrenn as Vice Chairman of the Boardand has asked him to oversee the management ofthe Company on an interim basis.

David E. Thomas, Jr., Chairman of theExecutive Committee of Safety-Kleen's Board,explained that, "We are taking theseallegations very seriously. It, after theintensive fact finding initiative isconcluded, the allegations prove to he true,we will take all appropriate actions tocorrect previously issued financialstatements, reports or other documents thatcontain erroneous financial information. Overthe next several days, members of the Boardwill inform the appropriate regulatoryauthorities and the Company's lenders aboutthe internal investigation. Our primary andoverriding concern is to ensure that the .information provided to our shareholders andthe public is reliable and accurate."

105. Safety-Kleen's shares, already down sharply in

recent months because of a string of earnings disappointments,

tumbled another $1.625, or 45%, to $2 in 4 p.m. New York Stock

Exchange composite trading Monday. Laidlaw common stock fell 93.75

cents, or 23%, to $3.0625, also in Big Board composite trading.

However, the worst was yet to come.

106. On March 7, 2000, the Wall Street Journal reported

that, "Three Executives of Safety-Kleen Are Suspended in Accounting

Probe:"

Safety-Kleen Corp.'s chief executive officerand two other top officers were suspended asthe company disclosed an internalinvestigation of its accounting practices thatit said could affect financial resultsreporLed since fiscal 1998.

39

The Columbia, S.C., wasLe-disposal companysaid in a written statement that the inquirywas launched after Safety-Kleen's boardreceived "information alleging possibleaccounting irregularities." Safety-Kleendidn't release any additional details, and acompany director out in charge of thecompany's management during the inquiry didn'treturn phone calls.

"The general allegation is that the earningshave been overstated," said a spokesman forLaidlaw Inc., of Burlington, Ontario, whichowns a 44% interest in Safety-Kleen. TwoSafety-Kleen employees reported the allegedirregularities, the spokesman added, but hedeclined to identify them.

In its statement, Safety-Kleen said it put on"administrative leave" CEO Kenneth W. Winger,Executive Vice President and Chief OperatingOfficer Michael J. Bragagnolo and ChiefFinancial Officer Paul R. Humphreys. Mr.Humphreys declined to comment, and Mr. Wingerand Mr. Bragagnolo couldn't be reached.

All three executives are veterans of Laidlawor its former Laidlaw Environmental ServicesInc. unit, which acquired Safety-Kleen in 1998 for about $1.8 billion, leaving the Safety-Kleen name on the combined company. Puttingthe two companies together has been tricky,with computer-system snafus and other problemscontributing to unexpectedly poor earnings inthe past three quarters, analysts said.

The company said it formed a special committeeof outside directors to investigate accountingpractices and policies, with help from ShawPittman, a Washington law firm, and accountingfirm ArLhur Andersen ',LP.

40

Analysts were stunned by the disclosure andsaid company officials had provided littleexplanation. "It sounds like they don't havea lot of answers," said Alan Pavese, ananalyst at Credit Suisse First Boston Corp. inNew York, "They've just come up with enoughquestions to take action."

107. On March 9, 2000, in a press release that Safety-

Kleen TI filed with the SEC on Form B-K on the same day, it

announced that PWC withdrew its audit opinions for the past three

fiscal years ending August 31, 1999, 1998 and 1997 on Safety-Kleen

II, including those years where Safety-Kleen was 67 percent: owned

by Laidlaw. The PWO letter attached to Form 8-K stated the

following:

Dear Mr. Wrenn [Vice Chairman of the Board ofSafety-Kleen II]: As you are aware, subsequentto the issuance of our report dated October 5,1999 on the financial statements of Safety-Kleen Corp. for the years ended August 31,1999, 1998 and 1197, respectivel y, you advisedthat the representations previously providedby management in connection with the Safety-Kleen Corc. financial settlements [SIC] forthe years ended August 31, 1999, 1998 and 1997may no longer be relied upon. Accordingly, weare advising you that we are withdrawing ourpreviously issued reports on the financialstatements of Safety-Kleen Corp. for thoseyears. Such reports should no longer herelied upon or associated with the financialstatements of Safety-Kleen for the years endedAugust 31, 1999, 1998 and 1997.

108. On this news, Laidlaw's stock dropped further to

close at $2.00 per share on March 9, 2000.

41

109. On March 13, 2000, Safety-Kleen II announced in a

press release that was filed with the SEC on Form 8-K that it

indeed had discovered "accounting irregularities" and that the SEC

had commenced a formal investigation of the Company.

110. On March 14, 2000, the Wall Street Journal reported

that "preliminary results of an internal investigation found

'accounting irregularities' that result in a restatement of

[Safety-Kleen's] financial results since fiscal 1998."

111. On the same day, March 14, 2000, Laidlaw's common

stock experienced record trading volume at over 11 million shares

traded on the NYSE alone, closing at $1.C625 Der share. •

112. On March 15, 2000, The Globe and Mail reported that

Laidlaw's common stock price "lost almost half its value after its

Safety-Kleen unit said it didn't have enough cash to continue

operating." Another article in the same publication on the same

day reported that 'Investors dumped shares of Laidlaw yesterday,

wiping out nearly half of the Company's value because of problems

at its Safety-Kleen unit." The article continued:

On Monday, Safety-Kleen announced it was notgenerating enough cash to fund its operations,after an internal investigation confirmedaccounting irregularities. The U.S.Securities and Exchange Commission isinvestigating.

These problems increase the likelihood thatLaidlaw will have to write-down its equityholding in Safety-Xleen, which was valued al,$604 million (U.S.) At the end of November.

42

-

Laidlaw could write-down as much as $250million without renegotiating its loancovenants with the bankers. . A largerwrite-down would put the Company in violationof some of its $3.3 billion debt. .

Laidlaw, once a favorite stock amonginvestors, lost $1.2 billion in the latestfiscal year. In January, the Company said its$2.6 billion buying spree in ambulances andrelated businesses in the past 10 years was amistake.

Violations of GP and SEC Reporting Rules

113. During the Class Period, defendants materially

misled the investing public, thereby inflating the price of the

Company's ' securities, by publicly issuing false and misleading

statements and omitting to disclose material facts necessary to

make defendants' statements, as set forth herein, not. false and

misleading. Said statements and omissions were materially false

and misleading in that they failed to disclose material adverse

information and misrepresented the truth about the Company, its

financial performance, accounting, reporting, and fnancia

condition in violation of the federal securities laws and GAAP.

114. GAAP consists of those principles recognized by the

accounting profession as the conventions, rules, and procedures

necessary to define accepted accounting practice at the particular

time. Regulation S-X, to which The Company is subject as a

registrant under the Exchange Act, 17 C.F.R. § 210.4-01(a)(1),

provides that financial statements filed with the SEC which are not

prepared in compliance with GAAP, are presumed to be misleading and

43 .

inaccurate. SEC Rule 13a-l3 requires issuers to file quarterly

reports.

115. SEC Rule 12b-20 requires that periodic reports

contain such further information as is necessary to make the

required statements, in light of the circumstances under which they

are made, not misleading.

116. In addition, Item 303 of Regulation S-K requires

that, for interim periods, the Management Division and Analysis

Section ("MD&A") must include, among other thAngs, a discussion of

any material changes in the registrant's results of operations with

respect to the most recent fiscal year-to-date period for which an

income statement is provided. Instructions to Item 303 require that

this discussion identify any significant elements of the

registrant's income or loss from continuing operations that do not

arise from or are not necessarily representative of the

registrant's ongoing business. Item 303(a)(2)(ii) to Regulation S-K

requires the following discussion in the MD&A of a company's

publicly Filed reports with the SEC:

Describe any known trends or uncertaintiesthat have had or that the registrantreasonably expects will have a materialfavorable or unfavorable impact on net salesor revenues or income from continuingoperations. If the registrant knows of eventsthat will cause a material change in therelationship between costs and revenues (suchas known future increases in costs of labor ormaterials or price increases or inventoryadjustments), the change in relationship shallbe disclosed.

44

—

Paragraph 3 of the Instructions to Item 303 states in relevant.

part:

The discussion and analysis shall focusspecifically on material events anduncertainties known to management that wouldcause reported financial information not to benecessarily indicative of future operatingresults or of future financial condition.This would include descriptions and amountsof (A) matters that would have an impact onfuture operations and have not had an impactin the past . . .

117. The GAAP requirement for recognition of adequate

provisions for reserves and allowances apply to interim financiaL

statements as required by Accounting Principles Board Opinion

No 28. Paragraph 17 of this authoritative bronouncement states

that:

The amounts of certain costs and expenses arefrequently subjected to year-end adjustmentseven though they can be reasonablyapproximated at interim dates. To the extenLpossible such adjustments should be estimatedand the estimated costs and expenses assignedto interim periods so that the interim periodsbear a reasonable portion of the anticipatedannual amount:.

118. Statements of Financial Accounting Standards No. 5,

Accounting for Contingencies ("FASB 5"), states that:

An estimated loss from a loss contingency. . .shall be accrued by a charge to income if bothof the following conditions are met:

(a) Information available prior to issuance ofthe financial statements indicates that anasset had been impaired or that a liabilityhad been incurred at the date of the financialstatements. It is implicit in this condition

45

that it must be probable that one or morefuture events will occur confirming the factof the loss, and;

(b) The amount of the loss can be reasonablyestimated.

119. The Company's financial statements contained in the

fiscal 1999, 1998 and 1997 Forms 10-K and quarterly reports filed

with the SEC on Forms 10-Q for the quarterly periods throughout the

Class Period were presented in a manner that violated the principle

of fair financial reporting and the following GAP, among others:

(a) The principle that financial reportingshould provide information that is usefulto present and potential investors andcreditors and other users in making .rational investment, credit and similardecisions (FASB Statement of Concepts No.1),

(b) The principle that financial reportingshould provide information about anenterprise's financial performance duringa period (EASE Statement of Concepts No.I).

(c) The principle that financial reportingshould be reliable in that it representswhat it purports to represent. (FASBStatement of Concepts No. 2).

(d) The principle of completeness, whichmeans that nothing material is left outof the information that may be necessaryto ensure that it validly representsunderlying events and conditions (FASEStatement of Concepts No. 2).

(e) The principle that disclosure ofaccounting policies should identify anddescribe the accounting principlesfollowed by the reporting entity and themethods of applying those principles that

46

materially affect the financialstatements (APB Opinion No. 22).

(f) The principle that management shouldprovide commentary relating to theeffects of significant events upon theinterim financial results (APB OpinionNo. 28).

120. In addition, during the Class Period, defendants

violated SEC disclosure rules:

(a) by failing to disclose the existence of known

trends, events or uncertainties that they reasonably expected would

have a material, unfavorable impact on net revenues or income or

that were reasonably likely to result in the Company's liquidity

decreasing in a material way, in violation of Item 303 of

Regulation S-K under the Federal securities laws (17 C.F.R.

229.303), and that failure to disclose the information rendered the

statements that were made during the Class Period materially false

and misleading; and

(b) by failing to file financial statements with the

SEC that conformed to the requirements of GAAP, such financial

statements were presumptively misleading and inaccurate pursuant to

Regulation S-X, 17 C.F.R. § 210.4-01(a)(1).

121. Defendants were required to disclose, in the

Company's financial statements, the existence of the material facts

described herein and to appropriately recognize and report assets,

revenues, and expenses in conformity with GAAP. The Company failed

to make such disclosures and to account for and to report its

47

financial statements in conformity with GAAP. Defendants knew, or

were reckless in not knowing, the facts which indicated that the

fiscal 1999, 1998 and 1997 Forms 10-K and all of the Company's

interim financial statements, press releases, public statements,

and filinds with the SEC, which were disseminated to the investing

public during the Class Period, were materially false and

misleading for the reasons set forth herein. Had the true

financial position and results of operations of the Company been

disclosed during the Class period, the Company's common stock wculd

have traded at prices well below that which it did.

ADDITIONAL SCIENTER ALLEGATIONS

122. As alleged herein, defendants acted with scienter in

that Lhey knew or recklessly disregarded that the public documents

and statements issued or disseminated in the name of the Company

were materially false and misleading; knew or recklessly

disregarded that such statements or documents would be issued or

disseminated to the investing public; and knowingly participated in

the issuance or dissemination of such statements or documents as

primary violations of the Federal securities laws.

123. Defendants caused the Company to file financial

statements during the Class Period that were materially false and

misleading, which defendants knew or recklessly disregarded were

not in conformity with GAAP.

48

;

124. As set forth herein, the Tndividual Defendants, by

virtue of their receipt of information reflecting the 'zrue facts

reaarding the Company and/or their control over the Company, which

made them privy to confidential proprietary information,

participated in the fraudulent scheme alleged here-in. With respect

to non-forward-looking statements and/or omissions, defendants knew

and/or recklessly disregarded the falsity and misleading nature of

the information which they caused to be disseminated to the

investing public.

125. The Individual Defendants engaged in such a scheme

and course of conduct to inflate the price of the Company's common

stock in order to, among other things: (i) profit from the future

increase in the Company's common stock price to obtain both cash

and stock incentive awards; (ii) to consummate the Merger, and;

(iii) continue its acquisition spree and comply with debt

covenants.

Enhancement of Executive Compensation and Stock Ownership

126. The Individual L'efendants had the motive to commit

and participate in the wrongful conduct complained of herein. Item

11, Executive Compensation, to the Company's Form 10-Ks filed

throughout the Class Period, ("Item 11") sets forth various

measures of executive compensation, which consists of base salary,

annual incentive (i.e. bonuses), and long-term incentives,

including options to purchase Laidlaw stock. As Item 11 to the

49

1998 Form 10-K states, the [Compensation Committee] rewards

employees for both Company and individual performance, thereby

linking compensation to the creation to shareholder value." Item

11 continues:

The Named Executives [which includes allIndividual Defendants] are eligible for annualincentive bonus payments based on quantitativeand qualitative factors. For fiscal 1998,they are based on a percentage of base salaryranging from 40% to 60%, although up to 150%of the quantitative portion, which represents70% of the base target bonus, may be achieved.The quantitative component is determined by acomparison of financial results with targetsapproved by the Committee. . For fiscal1999, the base target bonus amounting to 30%to 60% of base salary may be achieved by .meeting specified quantitative goals;additional bonus amounts of 25% to 40% of basesalary will be earned if specific "stretch"objectives are achieved.

127. Tn regard to the compensation of the chief execuLive

officers, i.e., defendants Bullock and Grainger, Item 11 had this

to say:

The compensation program as described above isequally applicable to the Chief ExecutiveOfficer. . Bullock's compensation wasadjusted and made payable in U.S. dollars.Under Bullock's employment arrangement, hisshort-term plan provides a target award levelof 60% of annual base salary, determined uponprimarily quantitative and secondlyqualitative criteria approved by theCommittee. Exceptional financial performanceby the Company could result in payment of upto 150% of the quantitative component, whichrepresents 70% of the target award level. .

For fiscal 1999, the base target bonus of 60%of annual base salary may be achieved by

50

meeting specified quantitative goals; Bullockwill also be eligible for additional bonusesof up Lc 40% of his base salary shouldspecific "stretch" objectives established bythe Committee by achieved.

128. In addition, for the fiscal year ended August 31,

1998, defendants Bullock, Haworth and Grainger received incentive

payments of 413,500, 164,920, and 504,828, respectively, as well as

stock awards of 100,000 shares, 60,000 shares, and 120,000 shares,

respectively. This is in addition to annual salaries for Bullock,

Haworth, and Grainger of $574,988, $289,539, and $403,341,

respectively.

129. In addition, defendant Bullock owed the Company

$252,000 durind fiscal year 1999.

130. The Individual Defendants word highly motivated to

inflate the value to the Company's common stock because a

substantial and material portion of their compensation and stock

ownership of Laidlaw was derived from Lhe value of such stock.

The Merger

131. As a result of the Merger, the Company was able to

report a realized gain or increase to its earnings and earnings per

share in fiscal 1998 of $100.7 million and $0.30 per share,

respectively. This amount accounted for greater than 29 percent of

the Company's after-tax neL income for fiscal 1998.

51

The Company's Acquisition SpreeNeed for Continued Financing

132. During the Class Period, the Company made at least

four major acguisitions in addition to scores of smaller

acquisitions.

133. The Company acquired seven, nine, and nine

"education services businesses" for each of fiscal years ended

1999, 1998, and 1997. Further, the Company acquired seven, seven

and two "transit and tour service businesses" for each of fiscal

years ended 1999, 1998, and 1997. In addition, the Company

acquired two hazardous waste businesses in fiscal 1997.

134. Four of the larger acquisitions include the

following. On May 15, 1997, the Company merged its hazardous waste

services business into Rollins, which was renamed Laidlaw

Environmental. The consideration paid by the Company consisted of:

(1) $400 million in cash and assumption of debt, (ii) 120 million

shares of Laidlaw Environmental common stock, and (iii) a $350

million 12 year convertible pay-in-kind debenture ("PIK

Debenture"). in September 1997, The Company acquired all of the

outstanding shares of EmCare Aoldings, Inc ( - EMC") in a

transaction valued at $400 million. In April 1998, the Company

effected The Merger, whereby Laidlaw Environmental acquired all of

the outstanding common stock of Safety-Kleen I for $2.2 billion in

cash and stock. Finally, in March 1999, the Company acquired all

of the outstanding common stock of Greyhound Lines, Inc.

52

("Greyhound") in a transaction valued at approximately $800

million.

135. Reaching its credit facility limits, and strapped

for cash as a result of the foregoing mammoth transactions, the

Company then 'sold" to Safety-Kleen II $250 million in debt for

$200 million in cash and 11.321 million shares of commons stock of

Safety-Kleen II.

136. On September 13, 1999, the Company surprisingly

announced its plan to divest itself of its United States healthcare

operations for much needed cash.

137. On February 9, 2000, after some consternation, the

banks under the Company's syndicated bank facility extended the

revolving period, which was soon to expire, to February 23, 2001.

In a press release, the Company stated the following:

To the extent that the facility is drawn downit will, if not further extended in February2001, become repayable over a five-year termperiod, with fees at the same pricing as justextended . .

Based on a general increase in bank syndicatepricing and the Company's present creditratings, including the recent downgrade byMocdys' Investor Service, the faciflty willhear interest at cosL of funds (e.g., LIBOR)plus fees of 167.5 basis points. After areduction of $200 million of surplus capacity,the revised availability is $1.5 billion, ofwhich approximately $300 million is unused andavailable for draw down. On currentutilization the incremental pricing willincrease the Company's borrowing costs byapproximately $9.0 million pre-tax, annually.

53

The Company believes that this facilityprovides adequate terms and liquidity toservice its requirements under its businessplans. It is still the intention to utilizeproceeds from the sale of the discontinuedhealthcare businesses to reduce the Company'sdebt levels and particularly amountsoutstanding under this facility.

138. Finally and significantly, the Company guarantees

$75.7 million of Safety-Kleen TI's long-term debt.

139. The Tndividual Defendants had the opportunity to

commit and participate in the wrongful conduct complained of

herein. Each is, or was, a senior executive officer and/or

director of The Company and, accordingly, controlled the

information disseminated to the investing public in the Company's

press releases, SEC filings, and communications with analysts.

Thus, each could falsify, and did falsify, the information that

reached the public about The Company's business and financial

results.

COUNT I

(AGAINST ALL DEFENDANTS FOR VIOLATIONS OFSECTION 10(b) OF THE EXCHANGE ACT AND

RULE 10b-5 PROMULGATED THEREUNDER)

140. Plaintiff repeats and re-alleges the allegations

contained above, as if fully set forth herein.

141. This Count is asserted against all defendants and is

based upon Section 10R)) of the 1934 Act, 15 U.S . .C. 78j(b), and

Rule 10h-5 promulgated thereunder.

54

)

142. During the Class Period, defendants, singly and in

concert, directly engaged in a common plan, scheme, and unlawful

course of conduct, pursuant to which they knowingly or recklessly

engaged in acts, transactions, practices, and courses of business

which operated as a fraud and deceit upon plaintiff and the other

members of the Class, and made various deceptive and untrue

statements of material facts and omitted to state material in order

to make the statements made, in light of the circumstances under

which they were made, not misleading to plaintiff and the other

members of the Class. The purpose and effect of said scheme, plan,

and unlawful course of conduct was, among other things, to induce

plaintiff and the other members of the Class to purchase the

Company's common stock during the Class Period at artificially

inflated prices and Lo consummate the Merger.

143. During the Class Period, defendants, pursuant to

said scheme, plan, and unlawful course of conduct, knowingly and

recklessly issued, cause to be issued, participated in the issuance

of, the preparation and issuance of deceptive and materially false

and misleadin g statements to the investing public as particularized

above.

144. As a result of the dissemination of the false and

misleading statements set forth above, the market price of the

Company's common stock was artificially inflated during the Class

Period. In ignorance of the false and misleading nature of the

55

statements described above and the deceptive and manipulative

devices and contrivances employed by said defendants, plaintiff and

the other members of the Class relied, to their detriment, on the

integrity of the market price of the stock in purchasing the

Company's common stock. Fad plaintiff and the other members of the

Class known the truth, they would not have purchased said shares or

would not have purchased them at the inflated prices that were

paid.

145. Plaintiff and the other members of the Class have

suffered substantial damages as a result of the wrongs herein

alleged in an amount to be proved at trial.

146. By reason of the foregoing, defendants directly

violated Section 10(b) of the Exchange Act and Rule 10b-5

promulgated thereunder in that they: (a) employed devices, schemes,

and artifices to defraud; (b) made untrue statements of material

facts or omitted to state material facts in order to make the

statements made, in light of the circumstances under which they

were made, not misleading; or (c) engaged in acts, practices, and

a course of business which operated as a fraud and deceit upon

plaintiff and the other members of the Class in connection with

their purchases or exchanges of the Company's common stock during

the Class Period.

56

- "

COUNT II

(AGAINST THE INDIVIDUAL DEFENDANTSFOR VIOLATION OF SECTION 20(a) OF

THE EXCHANGE ACT)

147. Plaintiff repeats and realleges the allegations

contained above, as if set forth fully herein.

146. The Individual Defendants, by virtue of their

position, stock ownership and/or specific acts described above,

were, at the time of the wrongs alleged herein, controlling persons

within the meaning of Section 20(a) of the 1934 Act.

149. The Individual Defendants had the power and

influence and exercised Lhe same to cause the Company to ehgage in

the illegal conduct and practices complained of herein.

150. By reason of the conduct alleged in CounL V of the

Complaint, the Individual Defendants are liable for the aforesaid

wrongful conduct, and are liable to plaintiff and to the other

members of the Class for the substantial damages which they

suffered in connection with their purchase or exchange of the

Company's common stock during the Class Period.

PRAYER FOR RELIEF AND JURY DEMAND

WHEREFORE, plaintiff, on his own behalf and on behalf of

the Class, prays for judgment as follows:

A. Declaring this action to be a proper class action

and certifying plaintiff as class representatives under Rule 23 of

the Federal Rules of Civil Procedure;

57

- ---

\

B. Awarding compensatory damages in favor of plaintiff

and the other members of the Class against all defendants, jointly

and severally, for the damages sustained as a result of the

wrongdoings of defendants, together with interest thereon;

C. Awarding plaintiff the fees and expenses incurred in

this action, including reasonable allowance of fees for plaintiff

attorneys, and experts;

D. Granting extraordinary equitable and/or injunctive

relief as permitted by law, equity and federal and state statutory

provisions sued on hereunder, including attaching, impounding,

imposing a constructive trust upon or otherwise restricting the

proceeds of defendants' trading activities or their other assets so

as to assure that plaintiff have an effective remedy; and

E. Granting such other and further relief as the Court

may deem just and proper.

PLAINTIFF DEMANDS A TRIAL BY JURY.

Dated: March , 2000

Respectfully submitted,

NESS MOTLEY LOADHOLT RICHARDSON& POOLE, PROFESSIONAL ASSOCIATION

Terry E. Richardson Jr.1730 Jackson StreetP.O. Box 365Barnwell, South Carolina 29812Phone: (803) 259-9900Fax: (803) 541-9625

58

WECHSLER HARWOOD HALEBIAN& FEFFER LLP

Robert I. HarwoodDaniella QuittFrederick W. Gerkens,488 Madison Avenue, 8th FloorNew York, New York 10022Phone: (212) 935-7400Fax: (212) 753-3630

FARDQI & FARUQI LLPNadeem Faruqi320 East 39 th StrcotNew York, New York 10016Phone: (212) 983-9330Fax: (212) 983-9331

Attorneys for Plaintiff

F:\Laidlaw\COMPLAiN.drt

59 .

MAR-16-201310 13 : 13 1,'c1-15LER HARWOOD P . 02/03

WECHSLER HARWOOD HALESIAN & FEFFER LLP

LAIDLAW, INC.CERTIFICATION OF NAMED PLAINTIFF

PURSUANT TO FEDERAL SECURITIES LAWS

I f DAv I: L. Suris1EIA1 ("Plaintiff") declare as to

the claims asserted under the federal securities laws, that:

1. Plaintiff has reviewed the complaint and authorized

its filing.

2. Plaintiff did not purchase the security that is the

subject of this action at the direction of plaintiffs counsel or

in order to participate in this private action.

3. Plaintiff is willing to serve as a representative

party on behalf of the class, including providing testimony at

deposition and trial, if necessary.

4. Plaintiff's transactions in the securities that are

the subject of this action during the Class Period are as follows:*

Securit Transaction Price Date

0 Shares Purchased $ 6 2 1h i?

Tztvzs Shares Purchased

5'6:Al Shares Purchased $1,57 /13 iqc?

/coo() Shares Purchased it iLibcf 251Kn. Shares Purchased $ 5;S- la./?./91,9

loir Shares Purchased la, 0, Eitut.L4/ Miro c

Shares Purchased $

Shares Purchased

MRR-16-2000 13 : 13 IriC1-15LER HARWOOD 1.03/03

' f

Shares Sold

Shares Sold

*Please attach additional sheets, if you require more space.

5. Plaintiff has not sought to serve or served as a

representative party for a class in the following actions filed

under the Securities Exchange Act of 1934 or the Securities Act of

1933 subsequent to December 22, 1995, unless noted otherwise:

6. Plaintiff will not accept any payment for serving

as a representative party on behalf of the class beyond the

PLaintiff i s pro rata share of any recovery, except such reasonable

costs and expenses (including lost wages) directly reiatlng to the

representation of the class as ordered or approved by the court.

I declare under penalty of perjury that the foregoing is

true and correct. Executed this day of , 2000,

at ric.J<CEStarer (City) (State)

Signature

2

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