SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: July 11, 1997
DATA BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-20311 13-3668779
(State or other jurisdiction of (Commission File Number) (I.R.S.Employer
incorporation or organization) Identification Number)
3490 Clubhouse Drive, I-2, Jackson, Wyoming 83001
(Address of principal executive offices)
Registrant's telephone number, including area code: (307) 733-9742
Item 5. Other Events
On July 11, 1997, the Company commenced a mailing to current and
former subscribers to its Signal and QuoTrek real-time services.
The mailing contains offers to upgrade their service to take
advantage of new products and technologies the Company is
introducing. Such offers are being made in part in connection
with the settlement of certain litigation brought by certain
subscribers to certain of the Company's services. A copy of the
mailing to our current and former subscribers is attached as
Exhibit 1.
Item 7. Exhibits
Exhibit 1 - Subscriber Mailing
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATA BROADCASTING CORPORATION
(Registrant)
Date: July 11, 1997 By: /s/ Andrew P. Schlotterbeck
Andrew P. Schlotterbeck
Vice President and Controller
EXHIBIT 1
DATA BROADCASTING CORPORATION
To Our Valued DBC Customers:
Our company has long staked its reputation on delivering timely, useful
financial market information to individual investors and traders. We highly
value the trust and confidence you have placed in us as customers of our
Signal and QuoTrek products. To address certain concerns raised by a very
small group of our customers about the timeliness of certain segments of our
data over limited periods of time, we are taking a bold step. We are offering
our current and former real-time customers the opportunity to upgrade their
DBC services to take advantage of the new products and technologies that we
are introducing, which we believe address the concerns, however limited, that
our customers may have.
We are grateful for your business and believe these upgrades may be attractive
to you. While the DBC management is making these offers in connection with
the settlement of a class action lawsuit, we are (and have been - previous to
the Class Action) extending upgrade options as part of a larger effort to
build even stronger bonds between you, our customers, and our company to
demonstrate our dedication to remaining the established leader in this
industry.
To put the matter simply, we would like to thank you for being DBC customers
and give you compelling reasons to remain valued members of the DBC community
for years to come.
The enclosed Notice of Settlement of Class Action (the "Notice") explains the
settlement. We urge you to read it carefully. If you do not wish to be bound
by the settlement, you can notify class counsel that you opt out of the class
and preserve the right to pursue an alternative course of action. You must
notify class counsel of your decision to opt out by August 26, 1997.
If you meet the description of persons included in the Settlement Class on
page 3 of the Notice, you are automatically a member of the Class unless you
request to be excluded. YOU DO NOT NEED TO DO ANYTHING IF YOU WISH TO BE
INCLUDED IN THE CLASS AND RECEIVE THE BENEFITS PROVIDED BY THE SETTLEMENT.
There is no need for you to call, write, or send anything to Court, Bankruptcy
Court, or the attorneys at this time in order for you to remain a member of
the Class. Your interests will be represented by Plaintiffs through class
counsel.
If the settlement is approved by the Court, you can elect to take one of the
DBC upgrade offers. If you are currently satisfied with your DBC service
offering, you need do nothing. You will still have the option of taking one
of DBC's upgrade offers through the end of 1997.
Outline of the Program
DBC is offering you the opportunity to upgrade to faster alternative
distribution modes such as cable and satellite, or to our faster FM system
when it becomes available in your area, or to switch to a different
distribution mode if you wish. DBC will absorb the cost of replacing your
current DBC equipment with the DBC equipment of the alternate mode you
request. DBC will also provide you with an incentive to upgrade: your choice
of 50% off DBC's subscription fees for the first month of the new service or
thirty (30) days free use of DBC's MarketWatch real-time equity quote service
on the Internet. (Exchange fees are the customers' responsibility). We
require that active customers taking advantage of the upgrade offers must
enter into a one-year contract extension with DBC and either prepay the annual
subscription fees or pay by the month. If you pay by the month, you must make
a $600 deposit (for new DBC equipment), payable by credit card or check and
refundable upon termination. The details of the program are contained in the
enclosed Notice of Settlement of Class Action, which we urge you to read
carefully.
For general information about the Settlement Offer, please call 1-800-322-
1215. To take advantage of DBC's upgrade offers, please call 1-800-762-7538.
Class Action Settlement
The proposed settlement resolves issues brought forward by a few DBC customers
in cases before the courts in California and New York. The cases stem from
the contention that DBC failed, in some instances, to provide real-time data
or misled customers regarding our product capabilities. DBC does not accept
these contentions, and indeed, vigorously asserts that it provided to all of
its customers a high quality service fully comparable to industry standards in
accordance with its contractual agreement with its customers. The
comprehensive settlement is management's way to deal with claims in the
broadest possible way to minimize the distractions to our customers, our
employees, our shareholders and future product development rather than enter
into costly and protracted litigation.
Sincerely,
/s/ Mark F. Imperiale
Mark F. Imperiale
President & Chief Operating Officer
Data Broadcasting Corporation
(A)
DATA BROADCASTING CORPORATION
To Our Valued DBC Customers:
Our company has long staked its reputation on delivering timely, useful
financial market information to individual investors and traders. We highly
value the trust and confidence you have placed in us as customers of our
Signal and QuoTrek products. To address certain concerns raised by a very
small group of our customers about the timeliness of certain segments of our
data over limited periods of time, we are taking a bold step. We are offering
our current and former real-time customers the opportunity to upgrade their
DBC services to take advantage of the new products and technologies that we
are introducing, which we believe address the concerns, however limited, that
our customers may have.
We are grateful for your business and believe these upgrades may be attractive
to you. While the DBC management is making these offers in connection with
the settlement of a class action lawsuit, we are (and have been - previous to
the Class Action) extending upgrade options as part of a larger effort to
build even stronger bonds between you, our customers, and our company to
demonstrate our dedication to remaining the established leader in this
industry.
To put the matter simply, we would like to thank you for being DBC customers
and give you compelling reasons to reactivate your account as a valued member
of the DBC community.
The enclosed Notice of Settlement of Class Action (the "Notice") explains the
settlement. We urge you to read it carefully. If you do not wish to be bound
by the settlement, you can notify class counsel that you opt out of the class
and preserve the right to pursue an alternative course of action. You must
notify class counsel of your decision to opt out by August 26, 1997.
If you meet the description of persons included in the Settlement Class on
page 3 of the Notice, you are automatically a member of the Class unless you
request to be excluded. YOU DO NOT NEED TO DO ANYTHING IF YOU WISH TO BE
INCLUDED IN THE CLASS AND RECEIVE THE BENEFITS PROVIDED BY THE SETTLEMENT.
There is no need for you to call, write, or send anything to Court, Bankruptcy
Court, or the attorneys at this time in order for you to remain a member of
the Class. Your interests will be represented by Plaintiffs through class
counsel.
If the settlement is approved by the Court, you can elect to take one of the
DBC upgrade offers and reactivate your account under the terms described
below. You will have the option of taking one of DBC's upgrade offers through
the end of 1997.
Outline of the Program
DBC is offering you the opportunity to upgrade to faster alternative
distribution modes such as cable and satellite, or to our faster FM system
when it becomes available in your area, or to switch to a different
distribution mode if you wish. DBC will absorb the cost of replacing your
current DBC equipment with the DBC equipment of the alternate mode you
request. DBC will also provide you with an incentive to upgrade: your choice
of 50% off DBC's subscription fees for the first month of the new service or
thirty (30) days free use of DBC's MarketWatch real-time equity quote service
on the Internet. (Exchange fees are the customers' responsibility). We
require that inactive customers taking advantage of the upgrade offers must
enter into a one-year contract with DBC and either prepay the annual
subscription fees or pay by the month. If you pay by the month, you must make
a $600 deposit (for new DBC equipment), payable by credit card or check and
refundable upon termination. The restart fee will be waived. The details of
the program are contained in the enclosed Notice of Settlement of Class
Action, which we urge you to read carefully.
For general information about the Settlement Offer, please call 1-800-322-
1215. To take advantage of DBC's upgrade offers and to reactivate your
account, please call 1-800-322-9390.
Class Action Settlement
The proposed settlement resolves issues brought forward by a few DBC customers
in cases before the courts in California and New York. The cases stem from
the contention that DBC failed, in some instances, to provide real-time data
or misled customers regarding our product capabilities. DBC does not accept
these contentions, and indeed, vigorously asserts that it provided to all of
its customers a high quality service fully comparable to industry standards in
accordance with its contractual agreement with its customers. The
comprehensive settlement is management's way to deal with claims in the
broadest possible way to minimize the distractions to our customers, our
employees, our shareholders and future product development rather than enter
into costly and protracted litigation.
Sincerely,
/s/ Mark F. Imperiale
Mark F. Imperiale
President & Chief Operating Officer
Data Broadcasting Corporation
(I)
LIEFF CABRASER HEIMANN & BERNSTEIN, LLP
James M. Finberg, Esq. (State Bar No. 114850)
Embarcadero Center West
275 Battery Street, 30th Floor
San Francisco, California 94111
Telephone No.: (415) 956-1000
Attorneys for Plaintiffs
LOVITT & HANNAN, INC.
Ronald Lovitt (State Bar No. 040921)
J. Thomas Hannan (State Bar No. 039140)
900 Front Street, Suite 300
San Francisco, California 94111
Telephone No.: (415) 362-8769
MARRON, REID & SHEEHY, LLP
Michael R. Marron, PC (State Bar No. 033911)
Michael A. Futterman (State Bar No. 110464)
The International Building
601 California Street, Suite 1200
San Francisco, California 94108
Telephone No.: (415) 434-0800
Attorneys for Defendant
SUPERIOR COURT OF CALIFORNIA
COUNTY OF SAN MATEO
DAVID V. CARDELLE AND PHILIP J. )
DEZEGO, )
) No. 398321
Plaintiffs, )
) NOTICE OF SETTLEMENT
-against- ) OF CLASS ACTION
)
DATA BROADCASTING CORPORATION, )
Defendant, )
)
TO: ALL PERSONS IN THE UNITED STATES, WHEREVER LOCATED, WHO SUBSCRIBED TO
DATA BROADCASTING CORPORATION ("DBC") FOR THE RECEIPT OF REAL-TIME DATA
THROUGH DBC'S SIGNAL OR QUOTREK SERVICE AT ANY TIME FROM JANUARY 1, 1995
THROUGH THE PRESENT: THIS NOTICE IS GIVEN TO INFORM ALL CLASS MEMBERS OF A
PROPOSED SETTLEMENT OF THIS LITIGATION AS EXPLAINED BELOW. PLEASE READ THIS
NOTICE CAREFULLY AND IN ITS ENTIRETY. IF YOU SUBSCRIBED OR PRESENTLY
SUBSCRIBE TO RECEIVE REAL-TIME INFORMATION FROM DATA BROADCASTING CORPORATION,
YOU MAY BE A MEMBER OF THE CLASS.
IF YOU DO NOT REQUEST EXCLUSION FROM THE CLASS AND THIS SETTLEMENT BECOMES
EFFECTIVE YOU WILL BE GIVEN CERTAIN RIGHTS IN EXCHANGE FOR THE RELINQUISHMENT
OF CERTAIN CLAIMS. IF YOU ARE A MEMBER OF THE CLASS YOUR RIGHTS WILL BE
AFFECTED BY LEGAL PROCEEDINGS IN THIS ACTION.
NOTICE IS HEREBY GIVEN, pursuant to Code of Civil Procedure Section 382
and Civil Code Section 1781 and an Order of the Superior Court of the State of
California for the County of San Mateo, dated May 9, 1997, and continued by
Order dated June 13, 1997, that a hearing will be held before the Honorable
Mark R. Forcum in Department 8, located at 401 Marshall, Redwood City,
California at 9:00 a.m. on September 5, 1997 (the "Settlement Hearing") to
determine: (1) whether the proposed settlement (the "Settlement") of the
above-captioned litigation (the "Action") as set forth in a Stipulation of
Settlement dated May 9, 1997 (the "Settlement Stipulation") is fair,
reasonable and adequate; (2) whether a final judgment should be entered
dismissing the Action against Data Broadcasting Corporation ("DBC") on the
merits with prejudice to Plaintiff and all members of the Settlement Class who
do not request exclusion; and (3) whether applications to be made by the
attorneys for Plaintiff and the Settlement Class for payment of fees and
reimbursement of expenses should be approved by the Court.
CLASS ACTION DETERMINATION
The Court has ordered that the claims asserted in the Action shall be
maintained as a class action by the named Plaintiff as class representative
and by his counsel as class counsel on behalf of all persons in the United
States, wherever located, who subscribed to DBC for the receipt of real-time
data through DBC's Signal or QuoTrek service at any time from January 1, 1995
through the present (the "Settlement Class"). Excluded from the Settlement
Class are DBC, any entity in which DBC has a controlling interest, any
employees, officers, or directors of DBC, any Released Party (as defined
below) and any legal representatives, heirs, successors, or assignees of DBC.
Any Settlement Class member may request exclusion from the Settlement
Class. If you do not wish to be included in the Settlement Class, you must
expressly state in writing your request to be excluded and send such request
for exclusion postmarked no later than August 26, 1997, and addressed to
either of the Plaintiff's counsel listed below. Your request for exclusion
should set forth your name, address, the subscription contract you have or had
with DBC the date you became a DBC subscriber and the date you ceased being a
DBC subscriber (if applicable). All requests for
exclusion must be signed by or on behalf of the person or entity requesting
exclusion. IF A REQUEST FOR EXCLUSION DOES NOT INCLUDE ALL OF THE FOREGOING
INFORMATION, IT SHALL NOT BE A VALID REQUEST FOR EXCLUSION AND THE PERSON OR
ENTITY FILING THE INVALID REQUEST FOR EXCLUSION SHALL BE A MEMBER OF THE
SETTLEMENT CLASS.
If your request for exclusion is timely received, the Court will exclude
you from the Settlement Class and you will not be bound by the Settlement
described below. The Settlement, if finally approved, will bind Plaintiff and
all members of the Settlement Class who have not timely requested exclusion
from the Settlement Class.
If you meet the description of persons included in the Settlement Class
on page 1 of this Notice, you are automatically a member of the Class unless
you request to be excluded. YOU DO NOT NEED TO DO ANYTHING IF YOU WISH TO BE
INCLUDED IN THE CLASS AND RECEIVE THE BENEFITS PROVIDED BY THE SETTLEMENT.
There is no need for you to call, write or send anything to the Court, Data
Broadcasting Corporation, or the attorneys at this time in order for you to
remain a member of the Class. Your interests will be represented by
Plaintiffs through Class Counsel as follows:
James M. Finberg
LIEFF, CABRASER & HEIMANN
Embarcadero Center West
275 Battery Street, 30th Floor
San Francisco, California 94111
-and-
Neil L. Selinger
LOWEY DANNENBERG BEMPORAD
& SELINGER, P.C.
One North Lexington Avenue
White Plains, New York 10601
BACKGROUND AND DESCRIPTION OF ACTION
DBC is a Delaware corporation, whose executive offices are located in
Jackson, Wyoming. DBC delivers data from the major securities markets, as
well as financial and sports news, to subscribers throughout the United States
through FM radio, satellite and cable transmission.
On October 18, 1996, this action was filed in this Court on behalf of a
nationwide class of subscribers to DBC, alleging claims relating to the
provision of real-time data (the "Complaint"). On October 17, 1996, a lawsuit
alleging essentially similar claims was filed in the Supreme Court for the
State of New York in and for the County of New York, entitled Jerry R. Paulis
v. Data Broadcasting Corporation, Index No. 605219/96 (the "New York
Action"). The New York Action has been dismissed without prejudice pending
this settlement.
The Complaint alleges that DBC failed to provide "real-time" quotes, as
opposed to delayed quotes. The Complaint alleges that due to bandwidth
constraints, quotes from the major securities markets were delayed,
particularly during heavy/peak trading periods. The Complaint alleges that
DBC's advertising constituted a deceptive act or practice in violation of the
California Consumers' Legal Remedies Act and other state statutes prohibiting
unfair and deceptive acts and practices in consumer transactions, and alleges
breach of contract and fraud. The Complaint seeks injunctive relief and
damages. The New York Action alleged similar claims, and charged DBC with
violation of Section 349 of the New York General Business Law.
DBC has vigorously denied all liability with respect to the facts and
claims asserted in the Complaint and the New York Action. DBC contends that
it provides real-time data to those subscribers who have contracted for such
data. DBC obtains ticker and other news feeds from securities exchanges and
other sources, processes the information into a consolidated data feed, and
transmits the feed to its subscribers through FM radio, cable television, or
satellite. DBC provides the same or superior real-time service as other
vendors of securities market information. Like all market data providers,
DBC has been affected by the increase of volume experienced on the securities
exchanges in the recent past, particularly with respect to its 9.6 kbs FM
transmissions to Signal FM and QuoTrek receivers. DBC continues its efforts
to optimize its data feed to its subscribers to achieve the fastest possible
transmissions consistent with (a) the conditions under which the data is
transmitted to DBC and (b) the customers facilities to receive the data. DBC
denies that it fails to provide real-time data to those subscribers who
contract for it, denies tht its advertising is in any way false or misleading,
denies that it acted improperly in any way, and denies any liability of any
kind to Plaintiff or any member of the Settlement Class. DBC contends that
its written contracts with its subscribers and the exchanges preclude the
claims asserted by the Complaint and the New York Action.
Plaintiffs have conducted an investigation of the facts and analyzed the
relevant legal issues, and believe that the claims asserted in the Complaint
possess merit. Plaintiffs have also examined the benefits to be obtained
under the terms of the proposed settlement and have considered the costs,
risks and delays associated with the continued prosecution of this complex and
time-consuming litigation and the likely appeals of any favorable rulings.
Plaintiffs believe that, in consideration of all the circumstances and after
prolonged and serious arms' length settlement negotiations with counsel for
DBC, the proposed settlement embodied in the Settlement Stipulation is fair,
reasonable, adequate and in the best interests of all members of the
Settlement Class, as defined herein.
DBC has indicated its intent to vigorously contest every claim in this
Action and the New York Action. DBC maintains that it has consistently acted
in accordance with governing laws at all times and vigorously denies all of
the material allegations in this Action and the New York Action. DBC
nonetheless has concluded that it is in its best interest that this Action and
the New York Action be settled on the terms and conditions set forth in this
Settlement Stipulation. DBC has reached that conclusion after considering the
factual and legal issues in this Action and the New York Action, the
substantial benefits of a final resolution of the actions, the expense that
would be necessary to prosecute the actions throughout trial and through any
appeals that might be taken, the benefits of disposing of protracted and
complex litigation, and the desire of DBC to conduct its business unhampered
by the distractions of continued litigation.
THE SETTLEMENT
In accordance with the Settlement Stipulation, DBC agrees to make the
offers and maintain the procedures set forth on Exhibit A to this Notice. The
Court has previously ruled that the proposed Settlement was preliminarily
approved as being within the range of reasonableness, such that notice
thereof should be given to members of the Settlement Class.
THE FINAL JUDGMENT AND RELEASES
If the proposed settlement is approved by the Court, the Court will enter
a judgment dismissing with prejudice all "Released Claims" against the
"Released Parties". "Released Claims" means any and all claims, rights,
demands, actions, causes of action, suits, matters, issues, debts, liens,
contracts, liabilities, agreements, costs, expenses or losses, whether under
Federal law or regulation, or the laws of any state, relating to the provision
by DBC of real-time data or to DBC's advertising of its services, including
"Unknown Claims" (as defined below), (i) that were asserted in the Complaint
or the New York Action, (ii) that could have been asserted in the Complaint or
the New York Action arising out of, or relating in any manner, directly or
indirectly, to any acts, facts, transactions, omissions, occurrences, conduct
or representations alleged in the Complaint or the New York Action, or (iii)
that might in the future be asserted by any member of the Settlement Class
against any of the Released Parties that would arise out of, or relate in any
manner, directly or indirectly, to any acts, facts, transactions, omissions,
occurrences, conduct or representations alleged in the Complaint or the New
York Action. Notwithstanding the foregoing, "Released Claims" do not include
individual claims by persons or entities who are Settlement Class Members for
alleged consequential damages, and such claims will not be affected by the
judgment in this Action. However, it is DBC's position that under the
provisions of applicable subscriber agreements, no subscriber would have any
right to seek or obtain consequential damages from DBC.
"Released Parties" means DBC and any of its past or present officers,
directors, agents, sureties, attorneys, employees, parents, affiliates,
general or limited partners or partnerships, subsidiaries, or divisions or any
other successors or predecessors in interest, assigns, or legal
representatives.
"Unknown Claims" means all claims arising out of facts relating to any
matter covered by the Settlement Stipulation found hereafter to be other than
or different from the facts now believed to be true, so that each person so
affected shall be deemed to have expressly waived all of the rights and
benefits of Section 1542 of the California Civil Code, which reads as follows:
Section 1542. Certain Claims Not Affected by General
Release. A general release does not extend to
claims which the creditor does not know or
suspect to exist in his favor at the time of
executing the release, which if known by him
must have materially affected his settlement
with the debtor.
Each Plaintiff and Settlement Class Member, upon the Effective Date,
shall be deemed to have, and by operation of the Final Judgment shall have,
waived any and all provisions, rights and benefits conferred by Section 1542
of the California Civil Code or any law of any state or territory of the
United States, or principle of common law, which is similar or equivalent to
Section 1542 of the California Civil Code. Each Plaintiff and Settlement
Class Member may hereafter discover facts in addition to or different from
those which he, she or it now knows or believes to be true with respect to the
subject matter of the Released claims, but each Plaintiff and Settlement Class
Member, upon the Effective Date, shall be deemed to have, and by operation of
the Final Judgment shall have, fully, finally, and forever settled and
released any and all Released Claims, known or unknown, suspected or
unsuspected, contingent or non-contingent, whether or not concealed or hidden,
which now exist, or heretofore have existed upon any theory of law or equity
now existing or coming into existence in the future, including, but not
limited to, conduct which is negligent, intentional, with or without malice, a
breach of any duty, law or rule, without regard to the subsequent discovery or
existence of such different or additional facts. Provided however, that
Unknown Claims shall not include causes of action for property damage,
personal injury, wrongful death, or professional negligence.
THE SETTLEMENT HEARING
The purpose of the Settlement Hearing will be to determine whether the
proposed settlement of this litigation as set forth in the Settlement
Stipulation and as described above is fair, reasonable and adequate, and
whether the Settlement Stipulation should be approved by the Court, and the
litigation dismissed in its entirety as to DBC.
The Court will also consider at the Settlement Hearing the request of
counsel for Plaintiff and the Settlement Class for payment of attorneys' fee
and reimbursement of expenses. The attorneys for Plaintiff and the Settlement
Class intend to apply to the Court for a joint award of attorneys' fees, and
for reimbursement of expenses not to exceed $360,000 in the aggregate. Any
approved award of attorneys' fees and expenses not exceeding $360,000 shall be
paid by DBC.
At the Settlement Hearing, any member of the Settlement Class who has
not, pursuant to the Notice of Settlement, filed a request for exclusion from
the Settlement Class may appear, in person or by counsel, and be heard in
opposition to the fairness, reasonableness and adequacy of the Settlement or
the payment of attorneys' fees and reimbursement of expenses requested by
Plaintiff's counsel, provided, however, that no objections shall be heard and
no papers submitted by any such objector shall be considered by the Court,
unless, on or before August 26, 1997, such objector (a) files with the Court a
notice of his or her intention to appear, (b) submits documentary proof that
he or she is a member of the Settlement Class, (c) states the basis for his or
her objection, and (d) serves copies of the foregoing papers and all other
papers in support of his or her objection in person or by first class mail
upon:
James M. Finberg
LIEFF, CABRASER & HEIMANN
Embarcadero Center West
275 Battery Street, 30th Floor
San Francisco, California 94111
Neil L. Selinger
LOWEY DANNENBERG BEMPORAD
& SELINGER, P.C.
One North Lexington Avenue
White Plains, New York 10601
John B. Grant, Jr.
CAMHY KARLINSKY & STEIN LLP
1740 Broadway, 16th Floor
New York, New York 10019
IN ORDER TO BE VALID, ALL OBJECTIONS MUST BE RECEIVED BY COUNSEL LISTED
ON OR BEFORE AUGUST 26, 1997.
EXAMINATION OF PAPERS AND INQUIRIES
For a more detailed statement of the matters involved in the Action,
reference is made to the Complaint, the Settlement Stipulation, orders entered
by the Court and other papers filed in this Action, which may be inspected at
the Office of the Clerk of San Mateo County, 401 Marshall, Redwood City,
California, during business hours each business day.
ALL QUESTIONS RELATING TO THE PROPOSED SETTLEMENT SHOULD BE DIRECTED TO CLASS
COUNSEL. PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE FOR
INFORMATION.
Dated: May 9, 1997
By Order of the Superior Court of the State of California for the
County of San Mateo.
S/Hon. Aram Servian
Judge of the Superior Court
State of California
In and For the County of San Mateo
Exhibit A to Stipulation of Settlement Dated May 9, 1997
I. DBC's Upgrade Offer to Current Signal and QuoTrek Subscribers to Real-Time
Market Data
A. DBC will make this upgrade offer available to all subscribers to DBC's
Signal and QuoTrek services for real-time market data (the "Upgrade Offer").
The subscribers may choose to convert from their present service to any one of
the following services:
1. Signal cable-delivered service (19.2 kbs).
2. Signal satellite-delivered service (18 inch dish)(19.2 kbs with
subsequent increase to 56 kbs in early 1998).
3. BMI cable-delivered service (38.4 kbs)
4. BMI satellite-delivered service (one meter dish (38.4 kbs).
5. Signal FM-delivered service (19.2 kbs, when service becomes available
--expected early 1998).
6. Signal Internet-delivered service (the subscriber is responsible for
arrangements with an Internet Service Provider).
DBC will send the subscriber new equipment at no charge and will waive
the shipping, handling and other fees associated with the subscriber's
return to DBC of the old equipment. The equipment cost and charges
normally total approximately $650 per unit.
B. Any subscriber wishing to take advantage of the Upgrade Offer must enter
into a one-year contract or one-year contract extension with DBC, at the
then prevailing prices and contract terms. The subscriber may elect to
pre-pay the one-year subscription, or pay by the month with a $600
equipment deposit. The deposit shall consist of the subscriber's choice
of (i) a valid Visa or Master Charge card number which DBC shall not
charge unless and until the deposit becomes forfeit, or (ii) $600 in cash
refundable at the conclusion of the one-year contract extension. If the
subscriber cancels the contract and returns the equipment undamaged within
thirty (30) days of cancellation, the deposit will be refunded within
thirty (30) days of receipt of the equipment. Subscriber's credit card
will be charged for $600 if the equipment is not returned undamaged within
(30) days of cancellation. If the subscriber returns the equipment
undamaged after his/her credit card has been charged for the deposit, DBC
will promptly credit the subscriber for the amount that was charged, less
shipping and handling costs.
C. As an inducement to subscribers to take advantage of the Upgrade Offer,
DBC will offer these subscribers an option of either (1) a 50% discount
off the first month's subscription fee to DBC or BMI (excluding exchange
fees), or (2) thirty (30) days free use (except exchange fees) of DBC's
MarketWatch real-time equity quote service on the Internet.
D. The availability of the options listed in Paragraph A will vary by the
subscriber's location. DBC will provide a 1-800 number which subscribers
may use to reach DBC's customer service personnel who will be capable of
explaining the options and their availability.
E. DBC's Upgrade Offer will remain open through December 31, 1997. If a
subscriber chooses the 19.2 kbs Signal FM-delivered service, the Signal
18-inch satellite-delivered service or the Signal internet-delivered
service, the Upgrade Offer will remain effective for that subscriber until
the later of (i) ninety (90) days after the upgraded FM, satellite or
Internet service becomes available in the subscriber's area, or (ii)
December 31, 1997.
II. DBC's Offer to Former Signal and QuoTrek Subscribers to Real-Time Market
Data
A. DBC will make the same offer described above to persons who subscribed to
DBC's Signal or QuoTrek Services for real-time market data from January 1,
1995 to present. DBC will provide (without charge for the new equipment
or shipping and handling) the necessary equipment to receive data via any
one of the services enumerated in I.A. above, provided the former
subscriber enters into a one-year subscription contract with either pre-
payment or the deposit as noted in I.B. above.
B. DBC will also provide to former subscribers who enter into annual
contracts an option of either: (1) a 50% discount of the first month's
subscription fee to DBC or BMI (excluding exchange fees), or (2) thirty
(30) days free use (except exchange fees) of DBC's MarketWatch real-time
equity quote service on the Internet.
C. DBC's offer to former subscribers will remain open through December 31,
1997.
III.DBC's Technical Support
A. DBC has installed a new telephone system to provide enhanced access to its
technical support and customer service personnel. When the system is
fully operational this summer, DBC will provide a 1-800 number which can
be used by subscribers to the Signal and QuoTrek services who wish to
report accuracy or delay related problems to DBC. The operators will be
knowledgeable about DBC's services and options.
B. DBC will maintain the 1-800 number for reports on accuracy or delay
related problems at least through calendar year 1997.