EXHIBIT NO. 99.04
COMPANY'S FORM 10-K
December 31, 1989
Page 31
Item 3. LEGAL PROCEEDINGS
Other Litigation
Eight purported class actions were filed in late 1987 and
early 1988 (two of which named SBHU as a defendant) in
connection with the June 1986 initial public offering of
Worlds of Wonder ("WOW") common stock, open market trading in
WOW common stock, the public offering in June 1987 of $80
million in WOW convertible debentures, and open market trading
in the debentures. The eight actions have been consolidated
in In re Worlds of Wonder, Inc. Securities Litigation, in the
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United States District Court for the Northern District of
California.
SBHU acted as co-lead underwriter for the initial public
offering and as sole underwriter for the debenture offering.
The Complaint alleges that the prospectuses by which the
initial public offering and the debenture offering were made
and various press releases and public statements were
materially false and misleading. Plaintiffs seek to recover
the amounts paid by all purchasers in the initial public
offering and in the debenture offering, as well as losses
sustained by purchasers of WOW common stock or debentures in
the open market between June 20, 1986 and November 9, 1987.
On June 8, 1988, purchasers of approximately $12 million
of the WOW convertible debentures offered in June 1987 filed
an individual action naming SBHU and others as defendants,
Steinhardt Partners, et al. v. Smith Barney etc., et al., in
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the United States District Court for the southern District of
New York. These plaintiffs, who are seeking compensatory
damages based on claims similar to those asserted in the
consolidated class actions, have asserted that they will opt
out of any class certified in the other actions and pursue
their claims individually. On February 2, 1989, the Court
granted defendants' joint motion to transfer the Steinhardt
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action to the Northern District of California.
COMPANY'S FORM 10-K
December 31, 1990
Page 30
Item 3. LEGAL PROCEEDINGS
Other Litigation
For information concerning purported class actions and an
individual action against SBHU and others in connection with
Worlds of Wonder common stock and convertible debentures, see
the description that appears in the first, second and third
paragraphs of page 31 of the Company's filing on Form 10-K for
the year ended December 31, 1989, which description is
incorporated by reference herein. A copy of the pertinent
paragraphs of such filing is included as an exhibit to this
Form 10-K. On March 26, 1990, the United States District
Court for the Northern District of California certified a
class of common stock purchasers and a class of debenture
purchasers.