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March 15, 2004.


The opinion of the court was delivered by: MICHAEL MIHM, District Judge

Having considered class Plaintiffs' Motion for an Order Preliminarily Approving the Settlement with Defendants American Maize — Products Company ("Maize") and Cargill, Incorporated ("Cargill"), the papers filed in support, and the arguments of counsel presented during the telephonic hearing on 3/11/04.


  1. The proposed settlement with Maize and Cargill falls within the range for possible approval by the Court and warrants notice apprising class members of the settlement and the setting of procedures for a hearing for final approval under Rule 23(e).

  2. The forms of mail and publication notice, in the form of Exhibits A and B attached to the accompanying motion, respectively, satisfy the requirements of due process and are hereby approved as to form.

  THEREFORE, IT IS HEREBY ORDERED that the settlement agreement between class plaintiffs and defendants Maize and Cargill is preliminarily approved and the notices attached on Exhibit A and B are hereby approved as to form. Page 4

  IT IS FURTHER ORDERED that the schedule for notice to the members of the class on the settlement shall be as follows:
1. Notice in the form attached as Exhibit A shall be mailed to all class members identified on the customer lists provided by defendants on or before March 25, 2004;
2. Notice in the form attached as Exhibit B shall be published twice in the national edition of The Wall Street Journal and USA Today on or before April 5, 2004;
3. A hearing before the Court on final approval of the settlement shall take place on May 19, 2004 at 3:00 p.m. ("Hearing Date");
4. Any motions and memoranda for final approval of the settlement shall be filed on or before May 4, 2004;
5. Any comments or objections to the settlement, or requests to speak at the fairness hearing must be received by the Clerk on or before May 10, 2004.
  If you bought high fructose corn syrup in the United States during the period July 21, 1991 through June 30, 1995 directly from one or more of the five defendant companies mentioned below.



  A federal court authorized this notice. This is not a solicitation from a lawyer.

• The five defendants initially named in this litigation were Archer Daniels Midland Company ("ADM"), A.E. Staley Manufacturing Company ("Staley"), Cargill, Incorporated ("Cargill"), CPC International, Inc. ("CPC"), and American Maize — Products Company ("Maize"). The allegations are that the defendants conspired to fix prices and allocate volumes of high fructose corn syrup in the United States in violation of Sherman Act § 1.
• You were previously notified in July 1996 of the existence of this class action, the nature of the class' claims, and a partial settlement with defendant CPC. You were then given the opportunity to exclude yourself from the Class certified by the Court on May 9, 1996. If you previously excluded yourself from the Class, you are not a member of the Class.
• A partial settlement has now been reached with two additional defendants, Maize and Cargill. The settlement, if approved by the Court, will provide $24,000,000 to pay claims of direct purchasers of high fructose corn syrup in the United States during the period July 21, 1991 through June 30, 1995 and reasonable expenses of litigation and attorneys' fees.
• The litigation is continuing against ADM and Staley, and the Court has set a trial date of September 7, 2004.
• Your legal rights are affected whether you act or don't act. Read this notice carefully.
COMMENT OR OBJECT Write to the Court about the settlement.
GO TO A HEARING Ask to speak in Court about the fairness of the settlement.
DO NOTHING If you previously did not exclude yourself from the Class, you are a member of the Class and need do nothing at this time. Since this is a partial settlement, no distribution of the proceeds will be made at this time. At some time in the future, a claim form will be disseminated which you will need to complete and return to receive your share of the settlement proceeds. As stated in the previous notice, you should maintain all of your records of purchases of high fructose corn syrup from any of the defendants for the period July 21, 1991 through June 30, 1995.
• These rights and options — and the deadlines to exercise them — are explained in this notice.
• The Court in charge of this case still has to decide whether to approve the settlement.
Current Status of the Litigation

  This litigation was commenced in 1995. On May 9, 1996, the Court certified the case to proceed as a class action. In July 1996, via mail and publication the Court notified the Class of the certification of the class and the nature of the class' claims, afforded eligible persons the opportunity to exclude themselves from the Class, and reported that a partial settlement had been reached with defendant CPC for approximately $7,000,000.

  Between 1996 and 2001, the plaintiffs and the remaining parties engaged in extensive discovery including more than 100 depositions of the defendants' relevant executives and employees (both current and former), the class plaintiffs' representatives, absent class members' representatives, and other relevant third parties. In addition, both the plaintiffs and defendants engaged in extensive document discovery and hundreds of thousands of pages of documents were produced. The plaintiffs and defendants also utilized the services of expert witnesses to analyze the high fructose corn syrup market, and these experts produced reports and gave depositions.

  In April 2001, defendants moved for summary judgment seeking dismissal of class plaintiffs' claims. On August 23, 2001, the Court granted the motion for summary judgment dismissing plaintiffs' claims. Class plaintiffs appealed to the United States Court of Appeals for the Seventh

 Circuit ("Seventh Circuit"). The Seventh Circuit reversed the grant of summary judgment in June 2002. reinstated plaintiffs' claims, and remanded the case to this court for trial.

  After the Seventh Circuit decision, the parties continued their preparations for trial. At the Seventh Circuit's suggestion, the court appointed an economic expert to evaluate the parties' experts' analyses. The court — appointed expert filed a report on January 6, 2004 and was deposed on February 17 and 18, 2004. Among other things, the parties filed more than 50 so — called in Hmine motions seeking to preclude certain evidence at trial. During the week of November 17, 2003. the Court held a hearing on these motions. The Court found that a large amount of evidence that class plaintiffs planned to use at trial was admissible against ADM but not against Maize and Cargill. The Court also issued two additional rulings. First, the Court denied ADM's motion to compel the testimony of two former ADM executives, Terrance Wilson and Michael D. Andreas, who had previously invoked their Fifth Amendment privilege. Second, the Court denied Staley's, Cargill's and Maize's motion to hold a separate trial from ADM. The district court certified these decisions for immediate appeal to the Seventh Circuit. At the time this settlement was entered into, the Seventh Circuit had not yet ruled whether it would hear these appeals. Since then, the Seventh Circuit declined to hear the appeal concerning the testimony of the former ADM executives.

  A proposed settlement has now been reached with defendants Maize and Cargill for $24,000,000, which has been paid into escrow and is earning interest. This proposed settlement, when added with the settlement with CPC, would bring the total settlements in this case to over $31,000,000. These are partial settlements. A portion of the proceeds from the CPC settlement has been used with Court approval to pay necessary expenses of the litigation.

  The litigation against ADM and Staley is proceeding, and the Court has set a trial date of September 7, 2004.

 Further Information

  Further information regarding the Action and this Notice may be obtained by contacting

  Reasons for the Settlement

  Plaintiffs' counsel believe that the proposed partial settlement is a good recovery and is in the best interests of the Class. Because of the risks associated with continuing to litigate and proceeding to trial with Cargill and Maize, there was a danger that plaintiffs would not have prevailed on any of their claims, in which case the Class would receive no further recovery. For example, as a result of the tentative settlement Maize's and Cargill's appeal regarding a separate trial from ADM — was dismissed. If that appeal had been successful and a separate trial was held without ADM, according to the Court's rulings, much evidence admitted against ADM would not be admissible in the trial with Maize and Cargill.

  Therefore, the parties agreed to the partial settlement to help to ensure a fair and reasonable resolution to this matter and to provide further monetary benefits to the members of the Class recognizing the existence of complex, contested issues of law and fact; the risks inherent in such complex litigation; the likelihood that in the absence of settlement future proceedings could take additional years and be extremely costly; and the magnitude of the benefits resulting from the settlement.

  BASIC ...

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